Lactalis' takeover bid on Parmalat failed. The French giant, owner of more than 87% of the Collecchio group, failed to raise the 2,15% capital needed to exceed 90% and trigger the delisting procedures. Acceptances of the public purchase offer stopped at 34,36 million shares, equal to 1,85% of the share capital.
Lactalis had launched the takeover bid on December 27, proposing to the shareholders a price of 2,8 euros per share, which was then adjusted to 3 euros per share on March 9, given that adhesions were in short supply. However, the increase was not enough to convince shareholders.
The Amber and Gabelli funds, which together hold a stake close to 5%, had explained in recent days that the price increase was not sufficient and that they were aiming for a price between 3,8 and 4,5 euros per share. And the French have failed to convince the other minority shareholders.
After the failure of the takeover bid, Lactalis will have to communicate whether it intends to renounce the achievement of the 90% threshold and in any case round up its share even if it is unable to delist Parmalat or return the shares contributed. It is probable that the French shareholder will decide on the first hypothesis which would allow him to approach the takeover bid threshold at 89,6% and perhaps attempt the delisting later with a different operation, such as a merger between Parmalat and an unlisted vehicle .
The objective of delisting Parmalat seemed within reach for Lactalis, which would have needed to reach just over 2% of the share capital not yet in its possession. However, as the days went by and membership languished, the road of the French group appeared increasingly uphill.
The composition of the free float has certainly not helped the strategy of the transalpine giant: of the approximately 12% of the capital not yet in its possession, just under 5% is held by the activist funds Amber and Gabelli which have asked for a much higher price to join the offer because they believe that the offer does not incorporate the potential benefit of a lawsuit against Citi in which the Collecchio group has asked for 1,8 billion.
Another 0,5% of the share capital is then held by the Bank of Italy as part of the ordinary management of the listed share portfolio of Palazzo Koch which tends to replicate the main market indices net of the banking, insurance, financial and media services. Just under 3% is shared among various institutional investors and another 4% is shared among retail shareholders.
The offer of Lactalis – even after the increase from 2,8 to 3 euros – was not sufficient to convince these subjects also because for almost the entire offer period the price of Parmalat remained above that of the public offer and even today the share it closed up by 0,46% at 3,034 euro, making it more convenient to sell on the market rather than bring the shares to the takeover bid.
Lactalis has therefore announced the decision to waive the threshold condition, which envisaged the achievement of an overall stake of more than 90% of the total shares. Consequently, the reopening of the new acceptance period will start on 29 March and will end on 4 April, for a period of 5 trading days, offering a further opportunity to accept the Offer to those who have not yet delivered their their actions.
With this decision, Lactalis intends, on the one hand, to remunerate those minority shareholders who appreciated the premium offered in the takeover bid – equal to more than 20% compared to the recent average prices over various periods prior to the announcement of the transaction – and, on the other, to increase its stake in Parmalat.
