Regulatory News:
Exclusive Networks (Paris:EXN):
- Proposed acquisition of a block of shares representing 66.7% of
the share capital and 66.7% of the theoretical voting rights of
Exclusive Networks to be followed by a simplified mandatory tender
offer for the remaining Exclusive Networks shares at a price of
€18.96 per share following an exceptional distribution of €5.29 per
share representing a total of €24.25 per share. The transaction is
expected to close in Q1 2025
- The consortium, with the support of Exclusive Networks’
founder, Olivier Breittmayer, who will remain a shareholder,
intends to support the business in private ownership as a leading
value-added cybersecurity solutions company
- The price of €24.25 per share, which includes an exceptional
distribution of €5.29 per share, represents a 34.4% premium on the
undisturbed share price as of 13 March 2024, the date prior to
market rumours about a possible acquisition
- Exclusive Networks’ Board of Directors has set up an
independent ad hoc committee, and has appointed Finexsi as
independent expert, to provide a fairness opinion on the financial
terms of the Offer
- Following a favorable opinion from the works council
consultation, Exclusive Networks’ Board of Directors has
unanimously welcomed the Proposed Transaction
- Filing of the Offer is subject to completion of the
Acquisitions, which are conditional on receipt of regulatory
approvals before March 22, 2025, approval by Exclusive Networks’
shareholders of the exceptional distribution and payment of part of
such exceptional distribution with the proceeds of a new facility
entered into in the context of the Proposed Transaction
CD&R and Everest UK HoldCo Limited, an entity controlled by
the Permira funds and the majority shareholder of Exclusive
Networks, are pleased to announce that they intend to form a
consortium with a view to acquire (directly or indirectly, by way
of sales and contributions), through a dedicated entity
(“BidCo”) the shares of Exclusive Networks held by Everest
UK HoldCo Limited and Olivier Breittmayer, representing 66.7% of
the share capital and 66.7% of the theoretical voting rights of
Exclusive Networks1, at a price of €18.96 per share following
payment of the exceptional distribution of €5.29 per share (the
“Acquisitions”).
Following the payment of the exceptional distribution of
reserves and premia to the shareholders and the closing of the
Acquisitions thereafter, BidCo, which will be jointly controlled by
CD&R and Everest UK HoldCo Limited, will launch a simplified
mandatory tender offer on the Exclusive Networks shares not
acquired as part of the Acquisitions, other than the shares held in
treasury by the Company, at a price of €18.96 per share
(ex-distribution of €5.29 per share attached) (the “Offer”,
and together with the Acquisitions the “Proposed
Transaction”). BidCo will subsequently request the
implementation of a squeeze-out if the legal conditions are met at
the end of the Offer.
This price of €24.25 per Exclusive Networks share (with right to
exceptional distribution attached) would reflect a 34.4% premium to
the undisturbed share price of €18.04 as of 13 March 2024 (being
the date prior to initial market rumours) and a premium of 31.3%,
31.9% and 34.1%, respectively, on the volume-weighted 60, 120 and
180 day average share prices2 prior to that date, as well as a
premium of 15.5% compared to the all-time high price3 of the
Exclusive Networks shares, reached on 17 May 2023.
The Proposed Transaction values 100% of Exclusive Networks’
share capital at €2.2 billion on a fully diluted basis.
The Acquisitions are conditioned upon the receipt of customary
regulatory approvals, notably in connection with antitrust, foreign
investment control and foreign subsidies in the European Union, the
approval of an exceptional distribution in an amount of €5.29 per
share by Exclusive Networks’ shareholders, and the payment of such
exceptional distribution, financed in part with the proceeds of a
new facility to be entered into in the context of the Proposed
Transaction.
Gregory Laï, Partner at CD&R, said:
“Over the past decade, Exclusive Networks has grown to become
one of the pre-eminent cybersecurity solutions businesses, building
a platform to service both leading cybersecurity vendors and
thousands of global partners and end-users. CD&R has a long
track record in the technology sector, including highly relevant
investments in IT services and solutions companies. We see an
opportunity to invest in the company’s services and digital
capabilities to better serve Exclusive Networks’ community of
vendors. We look forward to working with the consortium, the
company and its management team, to bring our expertise and
partnership approach to Exclusive Networks as it looks to its next
chapter of growth.”
Michail Zekkos, Partner and Co-Head of Technology, and Pierre
Pozzo, Partner, at Permira, said:
“As the cybersecurity market continues to grow and evolve,
Exclusive Networks is well-placed to capitalise on a number of
trends including the consolidation of vendor spend and product
innovation, requiring greater expertise and channel support. It has
been a pleasure to work with Exclusive Networks since 2018 as the
company has solidified its position as the one of the leading
global cybersecurity specialists. We’d particularly like to thank
Jesper and the broader Exclusive Networks team for their hard work
and dedication to the company’s disruptive approach and focus on
value creation for its partners. We are delighted to welcome
CD&R to the consortium; our combined expertise, including
CD&R’s long-track record in the IT channel ecosystem as well as
Permira’s 35+ years of investing in technology, will be invaluable
as we look to support the management team to continue to grow the
business in a competitive market.”
Olivier Breittmayer, Founder and Non-Independent Board Member
of Exclusive Networks, said:
“This is an exciting milestone in the history of Exclusive
Networks. Since I founded the business in 2003, it has gone through
a number of evolutions and grown to become one of the leading
cybersecurity businesses globally. This reflects the significant
contributions from the teams, shareholders, partners, customers and
many more over the years. The consortium’s support, expertise and
capital will all be critical as we look to continue our growth and
capture the compelling opportunities ahead for the business.”
Business Overview and Proposed Transaction rationale
Exclusive Networks plays a critical role in the global
cybersecurity value chain. The company serves as a go-to-market and
technical service specialist across the globe, providing
cybersecurity vendors with access to fragmented national markets,
and local partners with the experience and expertise they require
to serve their end-customers’ security needs. Exclusive Networks’
global footprint includes offices in over 45 countries and the
ability to serve customers in over 170 countries, leveraging a
portfolio of cybersecurity products and support services which
range from managed security to technical accreditation and
training.
Exclusive Networks has grown consistently over its 20+ year
history based on secular tailwinds driving cybersecurity demand.
The company’s strategy is to provide high-touch services to
high-growth cybersecurity vendors through a differentiated model
that combines global breadth, local depth and cybersecurity
specialization; this strategy has positioned Exclusive Networks as
a trusted specialist helping its partners navigate an increasingly
complex world of enterprise IT security challenges and
solutions.
Today, Exclusive Networks sees the opportunity to further expand
its role in the global cyber ecosystem by continuing to maintain
and grow the company’s vendor portfolio; by enhancing service
offerings to vendors and partners alike; and by sustaining its
record of historical M&A. The Proposed Transaction will allow
Exclusive Networks to increase its long-term investment in these
goals.
The consortium believes that private ownership will allow
Exclusive Networks to leverage CD&R’s and Permira’s extensive
technology expertise and commitment to investing in the success of
portfolio companies. The Proposed Transaction will provide the
company with additional capital and resources in order to execute
its strategy and better serve its customer base.
Offer unanimously welcomed by Exclusive Networks’ Board of
Directors
On July 23, 2024, the Board of Directors of Exclusive Networks
unanimously welcomed the Offer without prejudice to the reasoned
opinion to be issued by the Board following receipt of the fairness
opinion from the independent expert.
In the context of the Offer, the Board of Directors established
an ad hoc committee, comprising three independent members: Barbara
Thoralfsson, Marie-Pierre de Bailliencourt and Nathalie Lomon.
Upon the recommendation of the ad hoc committee, the Board of
Directors has appointed Finexsi, represented by Christophe Lambert,
as an independent expert to prepare a fairness opinion on the
financial terms of the Offer and has obtained a solvency opinion on
the conditions of the exceptional distribution.
In addition, the Company has conducted and finalized the
consultation process of the competent employee representative
bodies in connection with the Proposed Transaction.
The Board of Directors has also approved the contemplated
exceptional distribution of reserves and premia, in an amount of
€5.29 per share. The payment of this exceptional distribution will
be proposed to the shareholders’ meeting before 30 November 2025
and its payment will take place after the receipt of the regulatory
approvals required in the context of the Proposed Transaction.
Key conditions and timetable of the Proposed
Transaction
The Acquisitions of the shares held by Everest UK HoldCo Limited
and Olivier Breittmayer are conditional on receipt of regulatory
clearances, the approval of the exceptional distribution by
Exclusive Networks’ shareholders, before March 22, 2025 and the
payment of such exceptional distribution with the proceeds of new
facility to be entered into in the context of the Proposed
Transaction, no later than April 20, 2025, failing which any party
may, if applicable, elect not to proceed with the Proposed
Transaction. The implementation of the Acquisitions will trigger
the obligation for the consortium to launch a mandatory simplified
tender offer.
The Acquisitions and the subsequent filing of the Offer are
expected to take place at the beginning of 2025.
Disclaimer
This press release has been prepared for information purposes
only. It does not constitute an offer to purchase or a solicitation
to sell Exclusive Networks shares in any country, including France.
There is no certainty that the simplified tender offer mentioned
above will be filed or opened. The dissemination, publication or
distribution of this press release may be subject to specific
regulations or restrictions in certain countries. Accordingly,
persons in possession of this press release are required to inform
themselves about and to comply with any local restrictions that may
apply.
About CD&R
Founded in 1978, CD&R is a leading private investment firm
with a strategy of generating strong investment returns by building
more robust and sustainable businesses through the combination of
skilled investment experience and deep operating capabilities. In
partnership with the management teams of its portfolio companies,
CD&R takes a long-term view of value creation and emphasizes
positive stewardship and impact. The firm invests in businesses
that span a broad range of industries, including industrial,
healthcare, consumer, technology and financial services end
markets. CD&R is privately owned by its partners and has
offices in New York and London. For more information, please visit
www.cdr-inc.com and follow the firm's activities through LinkedIn
and @CDRBuilds on X/Twitter.
About Permira
Permira is a global investment firm that backs successful
businesses with growth ambitions. Founded in 1985, the firm advises
funds with total committed capital of approximately €80bn and makes
long-term majority and minority investments across two core asset
classes, private equity and credit.
The Permira private equity funds have make both long-term
majority (Buyout) and minority (Growth Equity) investments made
approximately 300 private equity investments in four key sectors:
Technology, Consumer, Healthcare, and Services. The Permira funds
have an extensive track record in technology investing, having
invested more than $23 billion in c.80 companies across enterprise
cloud adoption, cybersecurity, SaaS, fintech, digital commerce and
online marketplaces.
The Permira funds have previously supported and helped scale
some of the largest and fastest-growing technology businesses
globally, including, Genesys, TeamViewer, Zendesk, McAfee,
Mimecast, Carta, G2, Sysdig, Sonar, Mirakl and others.
Permira employs over 500 people in 16 offices across Europe, the
United States and Asia. For more information, visit www.permira.com
or follow us on LinkedIn.
___________________________ 1 Based on a total number of
theoretical voting rights as of 30 June 2024 of 91,670,286. 2
Source: Bloomberg 3 Prior to initial market rumours
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240724058252/en/
The Consortium:
Teneo ExclusiveNetworks@teneo.com
UK Haya Herbert-Burns / Rob Yates +44 (0)7342 031051 / +44
(0)7715 375443
France Philippe Maze-Sencier / Alexandre Dechaux +33 6 12 32 32
41 / +33 6 17 96 61 41
CD&R Emma Chandra echandra@cdrllp.com +44 (0)7518
352758
Permira Nina Gilbert nina.gilbert@permira.com +44 (0)207
959 4037
Excellon Resources (AMEX:EXN)
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