Air Liquide, the Lavorel family and the other members of the concert controlling LVL Médical – including Malakoff-Médéric group and the Haby family –, have entered into exclusive negotiations for the purposes of the purchase by Air Liquide of a controlling block representing in the aggregate 70.49% of the share capital of LVL Médical.
Air Liquide has offered to the transferring shareholders a price of €30.89 per share payable in cash. This offer currently values the net equity of LVL Médical at approximately €307 million, based on an adjusted net debt of circa €89 million as of March 31, 2012, i.e. an aggregate enterprise value of €396 million, split up between €316 million for the French business activities kept by Air Liquide, and € 80 million for LVL Médical business activities in Germany. The price of €30.89 per share represents a premium of 90% compared to the closing market price of LVL Médical share on June 8, 2012.
Concurrently with this purchase, the Lavorel family would purchase LVL Médical business activities in Germany from LVL Médical for an aggregate amount of €80 M.
Following completion of the takeover of LVL Médical, Air Liquide will file a simplified tender offer (followed by a possible squeeze-out) for all remaining outstanding shares and warrants (BSAAR) pursuant to the applicable regulation.
The firm Bellot Mullenbach et Associés has been appointed as independent expert by the board of directors of LVL Médical for the purpose of delivering a fairness opinion regarding the price offered in connection with the tender offer, including in view of a possible squeeze-out, and regarding the transfer of LVL Médical’s business activities in Germany to the Lavorel family.
The effective acquisition of the controlling block by Air Liquide is subject to LVL Médical obtaining this fairness opinion and to the board of directors of LVL Médical recommending its offer. This acquisition is not subject to any other condition precedent.
The takeover of LVL Médical by Air Liquide is also subject to the French competition authorities’ approval (without this approval constituting a condition precedent to the transaction).
The effective transfer of the controlling block should be carried out during the third 2012 quarter.
De Pardieu Brocas Maffei was the legal advisor to the controlling shareholders and to LVL Medical and also to Malakoof-Médéric.