casino signed an in-principle agreement with quoted dutch company laurus : acquisition of 38.6% of laurus
In March 2002, Casino announced the acquisition of a 37.6% stake in the capital of Laurus, number two in the Dutch food retail sector, for an amount of € 200 million. This stake may be increased to 51% thanks to a purchase option held by Casino. Casino will thus be able to develop its European continental network via quality locations and significant franchise know-how. Casino's operational support will enable Laurus to implement a restructuring plan and to refocus its activities on its key formats in the Netherlands. Casino and Laurus will also work together to implement buying synergies. This operation should be finalized by the end of June 2002.
Saint-Etienne, 13rd June 2002
Following the press release of June 4, 2002, Casino and Laurus announce that today the Credit Facility Agreement with the Banks (ABN AMRO Bank, ING Bank and Rabobank Nederland) has been signed. This agreement comprises a maximum total facility of € 950 million, as disclosed previously in the press releases of March 7, 2002 and April 29, 2002. Furthermore today agreement was reached on the Excess Liability Facility of € 250 million, non recourse to Laurus N.V., for Spain and Belgium.
Now that the agreements with Casino and the Banks have been signed, the annual general meeting of shareholders of Laurus will be convoked today also. This meeting will be held on June 28, 2002 at the Congresgebouw, Churchillplein 10, The Hague. On the agenda of this meeting are, among others, the proposed transaction between Casino, Laurus and the Banks and the annual accounts 2001.
March & April 2002
Acquisition of 38.6% of Laurus
Casino signed an in-principle agreement with quoted Dutch company Laurus and its three main bankers (ABN Amro, ING and Rabobank), which will completely alter Laurus' ownership and financial structure. Under the agreement, Laurus will issue EUR 400 million of new shares to be taken up as follows:
- EUR 200 million for cash by Casino;
- EUR 135.6 million public offering underwritten by the banks;
- EUR 64.4 million to be taken up by the banks directly, through a debt-equity swap.
The capital raised, at a price of EUR 0.90 per share, will be used to repay Laurus' bank debt. Subject to the due diligence procedures currently in progress, Casino will then own 38.6% of Laurus and the three banks a minimum of 12.4%. Casino will also have a call option over all or part of the banks' holdings, which can be exercised at any time in the next six years, giving it the right to increase its stake to 51%. Meanwhile, the banks have agreed to provide new credit facilities amounting to EUR 1,200 million, including EUR 250 million in non-recourse financing for Laurus' Spanish operations, if required. De Boer, Unigro, Vendex Food and Groenwoudt, and an aggressive acquisition policy in Spain. In 2000 and 2001, the group suffered a sharp deterioration in commercial and financial performance, which led it and its bankers to seek support from a trade partner.
New capital of EUR 400 million, coupled with Casino's operational support, will give Laurus the resources to restructure and integrate its central services and refocus on its key retail formats in the Netherlands. The acquisition will consolidate Casino's position in continental Europe, giving it a significant market share in the Netherlands, a prime quality store estate, and in-depth expertise in franchising. In addition, Casino and Laurus will work to exploit potential synergies in purchasing. During March and April 2002, Casino undertook a detailed fiscal, accounting and financial review of Laurus. The final agreements concerning the new share issue and debt restructuring will be submitted for approval to Laurus shareholders and the appropriate authorities, with the transaction normally scheduled for completion in late June 2002.