This press release, relating to the implementation by Linamar GmbH and Linamar Forging Holding GmbH (the "Offerors") of a squeeze-out for Montupet SA shares has been disseminated in accordance with the provisions of article 237-16 III of the general regulation of the Autorité des marchés financiers (the "AMF") and of article 9 of the AMF instruction n°2006-07 relating to public tender offers.
GUELPH, ON, Feb. 19, 2016 /CNW/ - In the context of the public tender offer initiated by the Offerors1 on the shares of Montupet SA (the "Offer") that has been cleared by the AMF pursuant to a decision dated 8 December 2015 (D&I n°215C1939) and of the reopening of the Offer which took place from 29 January to 11 February 2016 (the "Reopened Offer"), a total amount of 10,317,455 Montupet SA shares has been tendered to the Offer and to the Reopened Offer at the price of €71.53 per share (the "Offer Price"), including 307,240 shares tendered to the Reopened Offer.
Pursuant to the notice of results of the Offer published by the AMF on 16 February 2016 (D&I n°216C0506) and considering (i) the shares tendered to the Offer and to the Reopened Offer and (ii) the acquisition on the market from 1 February to 11 February 2016 of 125,469 Montupet SA shares at the Offer Price, the Offerors hold, as of today, 10,442,924 Montupet SA shares, which represent 96.85% of the share capital and at least 96.41% of the voting rights of the company2.
As the shares not tendered to the Offer or to the Reopened Offer do not represent more than 5% of the share capital or of the voting rights of Montupet SA, the conditions required by article L. 433-4 III of the French Monetary and Financial Code and by articles 237-14 to 237-19 of the General Regulation of the AMF and related to the implementation of the squeeze-out procedure are met.
Following the Offer and Reopened Offer, in accordance with the intentions stated in the Offer document of the Offerors, the AMF was informed of their intention to implement a squeeze-out. The squeeze-out will be implemented on all Montupet SA shares not tendered to the Offer or to the Reopened Offer, representing 339,845 shares, at the Offer Price.
The AMF indicated, in its notice published on the date hereof (D&I n°216C0530) that the squeeze-out will be implemented on 25 February 2016, date of delisting of Montupet SA shares from the Euronext Paris regulated market. On such date at the latest, the total amount of the compensation will be transferred by the Offerors, free of all costs, on a blocked account opened in the books of Natixis, who will centralise the compensation process.
According to article 237-6 of the General Regulation of the AMF, unallocated funds corresponding to the compensation for Montupet SA shares will be held by Natixis for a period of ten years as from the date of implementation of the squeeze-out and transferred to the Caisse des dépôts et consignations upon expiration of such period. These funds may be claimed by beneficiaries at any time subject to a prescription period of thirty years, after which the funds shall be transferred to the French State.
Linda Hasenfratz, CEO of Linamar Corporation, stated: "We are very happy with the positive outcome of this offer. We are enthusiastic to start this new chapter of Linamar's and Montupet's history together and look forward to formally welcoming a wholly-owned Montupet into the Linamar Family."
The Offer document, affixed with the visa n°15-618 dated 8 December 2015 and setting out the terms and conditions of the Offer, as well as the document relating in particular to the legal, financial and accounting characteristics of the Offerors are available on the websites of Linamar Corporation (www.linamar.com) and of the AMF (www.amf-france.org). Copies of these documents are also available free of charge upon request at Deutsche Bank, 23-25 avenue Franklin Roosevelt 75008 Paris, France and Natixis, 47, quai d'Austerlitz 75013 Paris France.
This press release was prepared for informational purpose only. This press release does not constitute an offer to the public nor is it intended to be transmitted in any other country than France. The transmission of this press release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not directed to any persons subject to such restrictions, neither directly nor indirectly, and may not be accepted in any way from a country where the Offer would be subject to such restrictions. Consequently, persons in possession of this press release are responsible for informing themselves on potential applicable local restrictions and for complying with such restrictions. Linamar GmbH, Linamar Forging Holding GmbH and Linamar Corporation accept no responsibility for any violation of such restrictions by any person.
Linamar Corporation (TSX:LNR) is a diversified global manufacturing Company of highly engineered products powering vehicles, motion, work and lives. The Company is made up of 2 operating segments – the Powertrain/Driveline segment and the Industrial segment, which are further divided into 4 operating groups – Machining & Assembly, Light Metal Casting, Forging, and Skyjack, all world leaders in the design, development and production of highly engineered products. The Company's Machining and Assembly, Casting and Forging operating groups focus on precision metallic components, modules and systems for engine, transmission and driveline systems & structural components designed for global vehicle and industrial markets. The Company's Skyjack operating group is noted for its innovative, high quality mobile industrial equipment, notably its class-leading aerial work platforms and telehandlers. With more than 19,500 employees in 48 manufacturing locations, 5 R&D centers and 15 sales offices in 14 countries in North and South America, Europe and Asia, Linamar Corporation generated sales of $4.2 billion in 2014. For more information about Linamar Corporation and its industry leading products and services, visit www.linamar.com.
Forward Looking Information, Risk and Uncertainties
Certain information provided by Linamar Corporation in this press release and other documents published throughout the year which are not recitation of historical facts may constitute forward-looking statements. The words "may", "would", "could", "will", "likely", "estimate", "believe", "expect", "plan", "forecast" and similar expressions are intended to identify forward-looking statements. Readers are cautioned that such statements are only predictions and the actual events or results may differ materially. In evaluating such forward-looking statements, readers should specifically consider the various factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements.
Such forward-looking information may involve important risks and uncertainties that could materially alter results in the future from those expressed or implied in any forward-looking statements made by, or on behalf of, Linamar Corporation. Some of the factors and risks and uncertainties that could cause results to differ from current expectations include, but are not limited to, the ability of Linamar Corporation to satisfy the conditions of the Offer, to successfully take up and pay for shares and voting rights tendered to the Offer and to complete any subsequent squeeze out transaction, compliance by the signatories with the terms of the Offer agreement and the undertaking to tender agreements, completion of Linamar Corporation's financing of the Offer, changes in the various economies in which Linamar Corporation and Montupet SA operate, fluctuations in interest rates, environmental emission and safety regulations, the extent of OEM outsourcing, industry cyclicality, trade and labour disruptions, world political events, pricing concessions and cost absorptions, delays in program launches, Linamar Corporation's dependence on certain engine and transmission programs and major OEM customers, currency exposure, technological developments by Linamar Corporation's and Montupet SA competitors, governmental, environmental and regulatory policies and changes in the competitive environment in which Linamar Corporation and Montupet SA operate.
The financial and operating performance of Linamar Corporation and its reportable operating segments and the timing and terms upon which the Offer may be consummated, if at all, may be affected by a number of factors. Many of these risk factors and other assumptions related to Linamar Corporation's forward-looking statements and information are discussed in further detail throughout the Offer documents and in Linamar Corporation's continuous disclosure materials on file with Canadian securities commissions at www.sedar.com. Readers should refer to such risk factors and other statements in evaluating the forward-looking statements contained in this news release.
The foregoing is not an exhaustive list of the factors that may affect Linamar Corporation's forwarding looking statements. These and other factors should be considered carefully and readers should not place undue reliance on Linamar Corporation's forward-looking statements. Linamar Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
1 Indirectly wholly-owned and controlled by Linamar Corporation, a company incorporated under the laws of Canada and whose shares are traded on the Toronto Stock Exchange
2 Based on a share capital of 10,782,769 shares representing a maximum of 10,832,295 voting rights
SOURCE Linamar Corporation
For further information: For further information regarding Linamar Corporation and this release, please contact Linda Hasenfratz at (519) 836-7550.