Brother removes the NPC document
C oup of thunder on the Brussels Stock Exchange on Thursday night after closing. A statement from the Banking, Finance and Insurance Commission (CBFA) has announced a bid on Compagnie Nationale à Portefeuille (CNP), launched by a common structure to Albert Frere and BNP Paribas. Fingin is in effect a holding company owned 100% by Erbe, which is itself a company jointly owned by Frère-Bourgeois (53%) and BNP Paribas (47%). Erbe holds 46.5% of the NPC, making it the largest shareholder of the holding company. (See chart )
The offer covers all of the shares, be a maximum of 30,831,083 shares , at a price of 48.64 euros. action on the stock closed yesterday at 40.31 euros in Brussels. The fixed price represents a premium of more than 20% over the share price but still below the intrinsic value of the NPC estimated at 51.90 euros.
The offer is subject to one condition: that Fingin harvest at least 90% stake in the company.
operation proceeds by Fingin, 100% subsidiary of ERBE structure held jointly by the Frère-Bourgeois and BNP Paribas, which owns 47.37% of the NOC. So much for the practical aspects of the operation. The rationale is obviously more complicated to move forward.
markets recently rustled the rumor of a reorganization within the galaxy Brother, particularly complex and multistage.
In recent months, various floors of the structure, essentially Frere-Bourgeois, had conducted repurchases of shares of the NPC. During 2010, the umbrella organization for had acquired 10 million shares of NOC exceeding the 20% stake directly held. But this share repurchase program was arrested on 1 February. The management had then declared "gray period". Free translation of an analyst: one could accuse the NPC and therefore its shareholders to support the ongoing operation so that they know is preparing ...
Thursday morning, the NPC convened an extraordinary general meeting to change the date of its ordinary GA and wear from late April to June ... either simultaneously or nearly that of Frere-Bourgeois.
For Tom Simont, an analyst at KBC Securities, a possible trigger might be the will of BNP Paribas out of the structure, ending a relationship over 40 years. partners are bound by a shareholders until 2014. "This is only a hypothesis, but I see no other explanation, because there is no such advantage tax or capital levels said Tom Simont. But if the offer is successful, which undoubtedly will pose little problem, it would allow the group, once removed from the NPC side, to do what he wants: for example, sell the assets of NPC, and use part to buy out the participation of BNP Paribas, worth about 1.2 billion euros. "
A reflection perhaps add: " Since 2005 or 2006, we saw very clearly that CNP was more active. Transactions that should have been done in CNP were GBL or at Ergon - with the advantage that the structure of private equity is not listed, and therefore should not account for all its movements to the market " observes Simont.
operation approximates the de facto head of the group Brother GBL. As a reminder, GBL is jointly controlled by the Frère group and Desmarais the Canadian group at the end of an agreement that also comes to an end in 2014 ...
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