Sale of a majority stake followed by a cash tender offer
- The main shareholders of SES-imagotag have entered into exclusive negotiations with BOE Technology Group regarding the disposal of a majority stake of 55% in SES-imagotag at a price of €30 per share
- The management team would invest together with BOE in the acquisition vehicle, which will own a majority stake in SES-imagotag and will launch a simplified mandatory tender offer at the same price of €30 per share
SES-imagotag (Euronext: SESL, FR0010282822), a specialist in digital solutions for physical commerce and the global leader in connected digital price tags, today announces the preparation of a partnership with the BOE Technology Group to strengthen its global technological and industrial leadership.
On June 16, 2017, the BOE Technology Group Co Ltd. (‘'BOE'') (SHE:000725), Chequers Capital, Pechel Industries, Tikehau Capital, Sycomore Asset Management, Phison Capital, and SES-imagotag's managers, have entered into exclusive negotiations regarding the acquisition by BOE of a majority stake in SES-imagotag.
BOE is committing to acquire from the sellers 55.28% of the capital and associated voting rights of SES-imagotag at a price per share equal to 30 euros, subject to the satisfaction of conditions precedent, including regulatory clearances.
This majority stake would be acquired over-the-counter by a specific vehicle created for this purpose. The management team would invest together with BOE and would hold a minority interest in the acquisition vehicle. The acquisition would allow BOE to consolidate the SES-imagotag group.
Upon the completion of this transaction, the acquisition vehicle will initiate a simplified mandatory tender offer at the same price per share of 30 euros on the entire outstanding part of the capital. BOE's intention is to keep SES-imagotag listed on the regulated market of Euronext Paris and is not considering, at this stage, a squeeze-out following the tender offer.
Thirty euros price per share values SES-imagotag at approximately €410m (based on a fully diluted capital), equates to 89x the 2016 net result and 48x the 2016 EBIT, and generates an almost 10% premium compared to the weighted average stock price over the last 12 months.
This amicable offer follows discussions between the two groups on how strengthened cooperation can secure SES-imagotag's leadership in competitive, emerging and growth markets.
The Board of SES-imagotag has unanimously welcomed this project, given the positive strategic impact for the SES-imagotag group, its employees and its customers. It also looks favorably upon the price per share offered by BOE, indicating continuous positive momentum for SES-imagotag and its markets.
The BOE majority stake is of significant strategic importance to the SES-imagotag group as it can rely on a long-term shareholder whose technological and industrial strength will support the management team to achieve the company's Leapfrog 2020 strategic plan.
The Board has appointed the Sorgem Evaluation Firm as independent expert to issue a report regarding the financial terms of the forthcoming tender offer. In accordance with applicable regulations, should the transaction be completed, the Board shall issue a reasoned opinion regarding this offer after having reviewed the independent expert's report.
The personnel representatives' bodies of SES-imagotag will be consulted in relation to this project.
The completion of this transaction, which will be subject to regulatory clearances in China, in Taiwan and in Germany, is anticipated to take place during Q3 2017.
About BOE Technology Group
BOE is a leading IoT technologies, products and services supplier. BOE's core businesses are display devices, smart systems and healthcare services. BOE's display products are widely used in a broad spectrum of applications such as mobile phones, tablets, notebooks, monitors, TVs, vehicle displays, digital information displays, and wearable devices. The “Smart System Business Unit” provides IoT integrated solutions for various industries such as retail, transportation, finance, education, art, medical care, etc. Healthcare services combine medicine and life sciences, and are committed to developing mobile healthcare, regenerative medicine, digital hospital, life insurance and integrating BOE park solutions. In total, BOE has over 50,000 usable patents; according to market data at the first quarter of 2017, BOE's market share of TFT-LCD panels for smartphones, tablets and notebooks ranks No.1 worldwide.
BOE is a major player in its markets with more than 68.8 billion RMB of revenues (more than 9 billion euros), 1.8 billion RMB (236 million euros) of net income and a total balance sheet of over 205 billion RMB (more than 26.9 billion euros) as of December 31, 2016.
Meaning and objectives of the partnership
The two companies believe that “omnichannel convergence” is the evolutionary next step of the digital journey for physical commerce.
BOE's goal of becoming a global leader in connected commerce will be built on top of a strong and vibrant SES-imagotag group.
BOE's strength in display system industrialization is a pivotal success factor in the very dynamic and competitive ESL market. Further, through this partnership, SES-imagotag will gain accelerated access to disruptive display technologies and to the large and vibrant Chinese retail market, which is typically difficult to penetrate for traditional European companies.
This partnership will enhance SES-imagotag's leadership position in the ESL market and will positively contribute to the company's efforts towards achieving its long term strategic plan: Leapfrog 2020.
Yao Xiangjun, CEO of the Smart System Business Group and member of the Executive Committee of BOE commented: “BOE's cooperation with SES-imagotag will accelerate BOE's layout of the smart retail business and develop a new retail internet of things solution for the whole industry chain, based on which to jointly build the smart retail ecosystem and SES-imagotag would also benefit from the wide expertise of BOE Technology Group in terms of supply chain, product manufacturing, cloud computing and customer base.”
Thierry Gadou, SES-imagotag Chairman and CEO concluded: “We are thrilled about this transaction because it is a win-win deal for every stakeholder, customers, employees, shareholders. This transaction offers a favorable return on investment. The share price is three times as high as that of three years ago and twice the price of that of 18 months ago. We have always considered a major alliance in Asia as pivotal to the long-term success in our sector. We also see China as an advanced and accelerating market in digital retail, where physical retail and digital commerce are building valuable synergies. We share with BOE this vision of omnichannel convergence.
BOE is a very impressive company. It is fast-growing, it has a long-term vision and a very strong culture. SES-imagotag will continue to develop its business on an international scale, including China as a fast-growing market. This alliance is securing our future and is an outcome of our ambitious and entrepreneurial vision. The management of SES-imagotag is committed to the long-term success of this partnership.
For our customers, this partnership assures the advantage of always benefiting from the most innovative and competitive solution. It also secures our long-term commitment to help them achieve their digital transformation. As for our employees, the proposed transaction secures long-term development and employment. SES-imagotag will still be a stand-alone company managed by its current management team and will be stronger and more stable.”
For 25 years, SES-imagotag has been the trusted partner of retailers for digital technology in stores. SES-imagotag, the worldwide leader in smart digital labels and pricing automation, develops a comprehensive IoT and digital platform that delivers a complete set of services to retailers. The SES-imagotag solutions enables retailers to connect and digitize their physical stores; automate low-value-added processes; improve operational efficiency; inform and serve customers; ensure information integrity to continuously optimize on-hand inventory; prevent stock-outs and waste and create an omnichannel service platform that builds loyalty and meets evolving consumer expectations.
SES-imagotag is advised by BNP Paribas as exclusive financial advisor and by White & Case as legal counsel.
BOE Technology Group is advised by Société Générale, as exclusive financial advisor and Dentons as legal counsel.
SES-imagotag is listed on compartment B of Euronext™ Paris
Mnemo code: SESL – ISIN code: FR0010282822 – Reuters: SESL.PA – Bloomberg: SESL
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