ODDO BHF acted as financial advisor of Kokusai Pulp and Paper and exclusive presenting & guaranteeing bank for the public offer and squeeze out initiated on Antalis.
Business overview and objective of the offer
- Antalis is a specialist of the professional distribution of paper and packaging solutions as well as a major player in the distribution of visual communication media in Europe. Antalis was listed in 2017 on Euronext Paris
- With sales of approximately €2.1 billion but decreasing year on year due to its shrinking underlying market, Antalis was under financial pressure with very tight margins and rising debt levels which led them to enter in a restructuring phase
- In February 2019, Antalis initiated a process to seek a new shareholding structure ensuring its development and implementing a capital structure providing it with financial flexibility
- In March 2020, this process led to the acquisition by Kokusai Pulp and Paper of two blocks from Sequana and Bpifrance representing 83.6% of Antalis’ capital and after to the launch of a Simplified Tender Offer:
− The offer price was initially set at €0.73 per share, however an association of minority shareholders fiercely opposed to the squeeze-out asking for an increase in the offer price
− In order to increase the chances of success and following complex discussions with the AMF due to the tensions with the minority shareholders, the offer price was raised to 0.90€ per share and the transaction was successfully completed in October 2020, Kokusai Pulp and Paper holding 95.4% of Antalis’ capital at the end of the offer period, allowing the squeeze-out of the remaining shares
- KPP is one of Japan's leading paper distribution groups in Asia and Australia, with a turnover of approximately €3.2 billion. The combination of both companies will create a world leader in paper distribution.
Evolution of the shareholding structure
Key takeaways of the deal
- Highly visible transaction for the Public M&A franchise in a restructuring context and with a Japanese client
- Management of complex discussions with the AMF due to strong tensions with a minority shareholders association
- Ability to execute a squeeze out which will allow Kokusai Pulp and Paper and Antalis to restructure properly the company without having to manage the complexity of the listing.