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Mardi 20 Octobre 2015

Linklaters conseille Linamar dans le cadre de son projet d'offre publique d'achat sur l'équipementier automobile français Montupet


L’équipe de Linklaters était dirigée par Pierre Tourres, associé au sein du département Corporate, et Pierre Thomet, counsel, assistés par Erwan Ogier et Véra Maramzine, collaborateurs.



D’autres départements du cabinet sont également intervenus sur ce dossier : une équipe dirigée par Anne Wachsmann, associée en charge du département Droit de la concurrence et Nicolas Zacharie, counsel, épaulés par Niels Baeten et Matthieu Blayney, collaborateurs ; une équipe comprenant Cyril Abtan, associé, et Pierre Roux, collaborateur, est intervenue sur les aspects de financement tandis que Lionel Vuidard, associé, épaulé par Fériel Aliouchouche et Céline le Bœuf, collaboratrice, ont pris en charge les sujets de Droit social.

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Linamar’s Tender Offer for Montupet S.A. Latest Move to Solidify the Company as a Global Powerhouse in Aluminum Casting and Machining

Linamar Corporation (TSX:LNR) today announced its intention to file a Tender Offer for 100% of the outstanding shares and voting rights of Montupet S.A. (EPA:MON), at €71.53 per share in cash, representing a premium of 15.5% compared to the closing price of Montupet shares as of October 14th, 2015 and a premium of 26.7% compared to the 30-day Volume Weighted Average Price.

The implied transaction value for 100% of Montupet is approximately €771 million (or $1.16 billion Canadian at $1.50CAD per €). In addition, Linamar would assume the net debt of Montupet, which was €65 million as of June 30th, 2015. Montupet is a global leader in the design and manufacture of complex aluminum castings for the global automotive industry with sales and production facilities diversified across several European countries, North America and Asia. The business combination represents a significant milestone in Linamar’s strategy to create global leadership in the integrated casting and machining of aluminum components for the automotive sector.

In addition, Linamar has entered into a Tender Offer Agreement with Montupet S.A. pursuant to which Montupet, among other things, has agreed to support Linamar’s Tender Offer and not solicit other bids.
Further, Montupet’s senior managers and anchor shareholders, who collectively own approximately 36.6% of Montupet’s outstanding shares, have individually entered into Undertaking to Tender Agreements with Linamar pursuant to which they have agreed to tender their shares to Linamar’s Tender Offer. As part of this, the senior managers and anchor shareholders have agreed to remain with the company for at least one year after the acquisition closes.

The filing of the Tender Offer with the Autorité des Marchés Financiers (“AMF”), the French Regulatory Authority, is expected to take place in November 2015 after the board of directors of Montupet has issued its formal recommendation on the offer following (i) the completion of the information-consultation process of Montupet’s central works council and (ii) the issuance of the report of the independent expert appointed by the board of directors of Montupet.

The Tender Offer is expected to open to the public in early December 2015, pending approval by the AMF, and is expected to close in February 2016. The Tender Offer is contingent upon certain conditions being met, including receipt of antitrust regulatory approval, which is expected to be achieved by year end, and achieving an acceptance threshold of more than 50% of Montupet’s total outstanding shares and voting rights being tendered to the Offer.

In the event that upon completion of the Tender Offer Linamar holds at least 95% of the share capital and voting rights of Montupet, Linamar has indicated its intention to implement a squeeze-out of the outstanding shares and voting rights of Montupet.

Montupet is a strong player in global automotive markets in designing and manufacturing highly sophisticated aluminum castings for a diversified customer base including numerous leading, global OEMs. Montupet has expertise in low pressure die casting and gravity die casting, both of which are standard processes for high-integrity precision castings. It is a technological leader in cylinder head manufacturing and also offers other key cast aluminum products such as turbo charger components and steering knuckles.

Linamar is a diversified full service manufacturer of precision metallic components and systems for a variety of global markets with a particular expertise in aluminum component machining such as cylinder heads, blocks, transmission cases and housings and other critical engine, transmission and driveline components and sub-systems.

“We are thrilled to reach these agreements with Montupet and the key shareholders of Montupet to support our Tender Offer,” said Linamar CEO Linda Hasenfratz. “Montupet is a technical leader in the market, well-known and respected for its engineering and processing expertise in the cylinder head segment in particular where we intend to grow and leverage our respective strengths. Our businesses are very complementary, with our finished machining strength and Montupet’s casting expertise, and we are remarkably aligned in our business philosophies, manufacturing discipline and employee dedication with strong values and culture given our family business approach. Together, we are poised for great success, as we can jointly offer our customers one-stop shopping for collaboratively designed, cast, fully machined and assembled cylinder heads and other light metal cast products.”

“Montupet and Linamar complement each other very well combining leading expertise in casting and machining,” stated Stéphane Magnan, Chairman & CEO of Montupet. “Montupet has acquired a global reputation with manufacturers which has resulted in strong growth in sales supported by the company’s very strong financial position today. We want to choose the right partner to continue this legacy. We strongly believe Linamar, with its global footprint, strong values, diverse process capabilities, and automotive manufacturer relationships is a good choice to lead Montupet’s growth and success in the long term. Linamar’s offer is thus attractive for our business.”

Linamar has financing commitments in place for up to 100% of the cash purchase price. These financing commitments provide Linamar the ability to fund in multiple currencies including Euro and have been fully underwritten by the Bank of Montreal and BMO Capital Markets, Toronto-Dominion Bank, and Bank of Nova Scotia under terms and conditions largely consistent with Linamar’s current syndicated credit facility. The pro forma leverage is prudent and well within Linamar’s target leverage parameters with pro forma cash flow expected to allow for significant debt repayment going forward. The acquisition is expected to be earnings accretive to Linamar’s earnings per share.

The undertakings to tender entered into by Montupet’s anchor shareholders are revocable in the event of a competing bid, except in case of an increased offer by Linamar. Each of the anchor shareholders has agreed to pay to Linamar a portion of the gain realized if he tenders his shares to another offer.

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.

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