Forward Sale Transaction

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Wendel announces the entry into a prepaid 3-year forward sale of Bureau Veritas shares representing 6.7% of share capital, together with an option to retain partial share price upside, and increases its financial flexibility by redu
Globenewswireยท 2025-03-11 16:40
Core Viewpoint - Wendel has entered into a prepaid 3-year forward sale agreement for 30,357,140 shares of Bureau Veritas, representing approximately 6.7% of its share capital, while retaining 26.5% of the share capital and 41.2% of voting rights, enhancing its financial flexibility by reducing the loan-to-value ratio to approximately 17% [1][4]. Group 1: Transactions Overview - The Forward Sale Transaction involves a prepaid agreement with BNP Paribas for the sale of Bureau Veritas shares, which is expected to generate immediate cash proceeds for Wendel [1][3]. - Wendel has also entered into a call spread transaction to benefit from potential stock price appreciation of up to approximately 15% over the next three years on the shares involved in the Forward Sale Transaction [2]. Group 2: Financial Implications - The proceeds from the Transactions, along with the acquisition of Monroe Capital, are projected to lower Wendel's loan-to-value (LTV) ratio to around 17% [4]. - The Offering for the shares will be launched immediately, with BNP Paribas and Morgan Stanley acting as Joint Global Coordinators [5]. Group 3: Shareholder Rights and Strategic Support - Wendel will retain full ownership of the shares until the physical settlement of the Forward Sale Transaction, which is scheduled for March 17, 2028, and will continue to support Bureau Veritas' management and its strategic plan [7]. - A lockup undertaking of 180 days from the settlement date of the Offering has been agreed upon by Wendel, with customary exemptions [8].