Reopening of the offer
Amendment of the credit facilities
GUELPH, ON, Jan. 21, 2016 /CNW/ - The Autorité des marchés financiers (the French market authority, the "AMF") has published today the final results of the public tender offer initiated by Linamar on the shares of Montupet S.A (the "Offer"). As of January 21, 2016, a total of 10,010,215 shares of Montupet S.A have been tendered to the Offer. The minimum success threshold representing at least 50% of the share capital and the voting rights of Montupet S.A has been reached by Linamar and the Offer was hence successfully completed.
At the date of the settlement and delivery of the Offer, Linamar should hold 92.84% of the share capital and 92.41% of voting rights of Montupet S.A.
Pursuant to article 232-4 of the AMF General Regulation, the Offer will be reopened for the same price of €71.53 per share for a period of ten (10) trading days. A calendar notice will be published shortly by the AMF in this respect.
Linda Hasenfratz, CEO of Linamar, commented: "We are extremely delighted with the results to date of our tender offer. It is a major achievement which will enable us to start the collaboration between our two companies and move forward together with the team at Montupet. Having obtained such level of acceptance is a clear endorsement and demonstrates the attractive valuation we offered to Montupet's shareholders. We look forward to the remaining shareholders tendering their shares as the reopened offer period starts shortly."
Stéphane Magnan, Chairman & CEO of Montupet, added: "The tie-up we propose to our shareholders makes sense with the combination of leading expertises and Linamar is the right partner for Montupet. Together with the employees of Montupet, I want to reaffirm my commitment to the success of this project."
In addition, Linamar Corporation (TSX:LNR) has announced today that it has amended and restated its credit facilities in connection with the Offer. The amended and restated credit facilities include (i) a non-revolving term credit facility in the aggregate principal amount of up to CAD$600 million (the "Term Facility") for the purpose of funding, in whole or in part, the purchase price of the Offer and (ii) the continuation and increase of the previously existing revolving credit facility to the aggregate principal amount of up to CAD$950 million (the "Revolving Facility") to fund the Offer and for general corporate purposes. Both the Term Facility and the Revolving Facility expire on January 21, 2021 and are under terms and conditions largely consistent with Linamar's previously existing credit facility. The amended and restated credit facilities provide for Euro drawings and the Euro denominated debt associated with the acquisition will be designated as a net investment hedge of the assets of Montupet S.A.
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 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 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. 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 to satisfy the conditions of the Tender Offer, to successfully take up and pay for shares and voting rights tendered to the Tender Offer and to complete any subsequent squeeze out transaction, compliance by the signatories with the terms of the Tender Offer Agreement and the Undertaking to Tender Agreements, completion of Linamar's financing of the Tender Offer, changes in the various economies in which Linamar and Montupet 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's dependence on certain engine and transmission programs and major OEM customers, currency exposure, technological developments by Linamar's and Montupet's competitors, governmental, environmental and regulatory policies and changes in the competitive environment in which Linamar and Montupet operate.
The financial and operating performance of Linamar and its reportable operating segments and the timing and terms upon which the Tender 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's forward-looking statements and information are discussed in further detail throughout the Tender Offer documents and in Linamar's continuous disclosure materials on file with Canadian securities commissions at www.sedar.com, and 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's forwarding looking statements. These and other factors should be considered carefully and readers should not place undue reliance on Linamar's forward-looking statements. Linamar 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.
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 Linamar GmbH and Linamar Forging Holding GmbH are available on the websites of Linamar (www.linamar.com) and of the AMF (www.amf-france.org). A copy of these documents is 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.
SOURCE Linamar Corporation
For further information: regarding Linamar and this release, please contact Linda Hasenfratz at (519) 836-7550