Project of strategic combination between Novacap and PCAS through a sale of blocks of shares followed by a tender offer

COMPLETION OF THE STRATEGIC COMBINATION BETWEEN NOVACAP AND PCAS

Novacap, a global player in the pharmaceutical and chemical industries, manufacturing and distributing products used in everyday applications, and PCAS (Euronext Paris : PCA, code ISIN FR0000053514), a technology-oriented fine chemical company, specialising in the development of processes and production of complex molecules for Life Sciences and Specialty Chemicals Markets, announced that they have entered into negotiations with a view to realizing a strategic combination.

 

To this end, Novacap has offered to purchase blocks of shares from certain PCAS shareholders representing in aggregate more than 50% of the company’s share capital and voting rights.

This combination would enable PCAS to leverage on a solid partner to bolster its ambitious development and transformation strategy. It would create a global leader in the pharmaceutical synthesis and fine specialty chemicals industry, with an international footprint, a large products portfolio and an extensive range of technologies.

PCAS would join Novacap group as a stand-alone and autonomous company. Its current management, Mr. Touraille, Moissenot and Schreiner, would be in charge of implementing the development and transformation strategy of PCAS.

As part of this combination, Novacap has entered into an agreement with Eximium, PCAS’s main shareholder, to acquire c. 29.5% of the share capital of the company at a price of 17 euros per share (including the outstanding dividend balance due in respect of the financial year ended 31 December 2016).

This price per share represents premiums of respectively 28% and 38% to the volume-weighted average share price over the last six months and the last twelve months preceding the announcement.

This acquisition is subject to the following conditions precedent: (i) the acquisition of blocks resulting in Novacap holding more than 50% of the company’s share capital and voting rights and (ii) the clearance from the relevant antitrust authorities.

Novacap has simultaneously made an offer to Mr. Christian Moretti and certain other shareholders to acquire their shares at the same price as that offered to Eximium, which would result in Novacap holding more than 50% of the company’s share capital and voting rights. These shareholders have granted Novacap an exclusive negotiation period until 31 December 2017.

Novacap has immediately informed PCAS’s Board of Directors of the combination project, the agreement entered into with Eximium, the offers made to certain other shareholders and the conditions under which it would launch a simplified public tender offer on PCAS, following the acquisition of blocks representing more than 50% of the company’s share capital and voting rights.

This combination project was very well received by PCAS’s main shareholders and its Board of Directors and is fully supported by the whole management team.

The acquisition of PCAS by Novacap would be financed by a mix of debt and new equity from its main shareholders: Eurazeo, Ardian and Mérieux Développement. As part of the overall financing of the acquisition, Eximium would invest a part of its PCAS shares proceed in Novacap under the same terms as Novacap’s shareholders.

The management team of PCAS would be offered to participate in the Novacap profit sharing plans already opened to its managers.

Following consultations of PCAS’ employee representative bodies, clearance from the relevant antitrust authorities and subject to the acquisition of more than 50% of PCAS’s share capital and voting rights, Novacap would, in accordance with French regulations, file a simplified cash tender offer aimed at acquiring PCAS’s remaining outstanding shares at the same price per share of 17 euros (including any outstanding dividend balance due in respect of the financial year ended 31 December 2016). The documentation relating to the tender offer would include the terms and conditions of the offer and would be submitted to the AMF (French regulator).

The tender offer would be launched once declared compliant by the AMF.

PCAS’s Board of Directors has appointed Kling & Associés as independent expert pursuant to article 261-1 I of the AMF General Regulations.

Mr. Moretti, Chairman of the Board of Directors and Mr. Delwasse, Vice Chairman, would leave PCAS’s Board of Directors following the acquisition of more than 50% of the shares by Novacap, so will Mr. Fenouil and Mr. Kervarec. These four directors would be replaced by Novacap representatives.

“The Novacap team is delighted with the idea of working with the PCAS team to create a leader in the APIs and fine chemicals industry, with outstanding potential for development”, said Mr. Pierre Luzeau, Chairman of Novacap.

I would leave my mandate as PCAS Chairman with a very positive feeling, entrusting the group to Novacap to create a global leader. The future of PCAS and its employees is very promising” said Mr. Christian Moretti, Chairman of the Board of PCAS.

Mr. Vincent Touraille, CEO of PCAS, stated: “There is a strong fit between our two groups which share the same industrial culture. With the support of Novacap, PCAS would be able to speed up its transformation implemented over the last three years and accelerate its growth for the future.

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