Total and Saft announced on May 9th that, following the signature of an agreement between the companies, Total filed a friendly tender offer on all of the issued and outstanding shares in the capital of Saft with the French Financial Markets Authority (Autorité des Marchés Financiers (“AMF”)).
The proposed offer will target all of Saft’s issued and outstanding shares at a price of €36.50 per share, ex-dividend of €0.85 per share, valuing Saft’s equity at €950 million.
The offer price represents a 38.3% premium above Saft’s closing share price of €26.40 on May 6, 2016, a premium of 41.9% above the volume weighted average share price over the past six months and a premium of 24.2% above the volume weighted average share price over the past year. The offer values the company at nine times its 2015 reported EBITDA, which represents a significant control premium compared to recent valuation multiples in the battery industry.
The Supervisory Board of Saft has unanimously approved the friendly takeover by Total and considers the proposed transaction to be in line with the interests of the company, its shareholders and its employees. As part of the reasoned opinion that it must issue in accordance with market regulations, the Supervisory Board has also announced its intention to recommend that its shareholders tender their shares.
The Supervisory Board of Saft has decided to appoint Finexsi as an independent expert. The proposed offer is subject to review by the AMF, which will evaluate its compliance with applicable laws and regulations.
“The combination of Saft and Total will enable Saft to become the Group’s spearhead in electricity storage”, said Patrick Pouyanné, Chairman and CEO of Total. "The acquisition of Saft is part of Total’s ambition to accelerate its development in the fields of renewable energy and electricity, initiated in 2011 with the acquisition of SunPower. Saft’s renowned technological know-how and unique expertise have allowed it to develop innovative and competitive solutions for its clients. It will notably allow us to complement our portfolio with electricity storage solutions, a key component of the future growth of renewable energy. This transaction will also enable Saft, its management and employees to benefit from Total’s technical, industrial, commercial and financial support. In addition, this transaction will enable Saft to successfully accelerate its development."
"We are delighted with this rapprochement, which was unanimously approved by the Supervisory Board thanks to its strong industrial rationale and its financial interest for our shareholders," said Yann Duchesne, Chairman of Saft's Supervisory Board.
Ghislain Lescuyer, Saft’s CEO, commented, "I am convinced that Total will provide Saft with the required expertise and resources needed for its future development, particularly in terms of
technological and commercial capabilities. This transaction will benefit Saft’s clients and employees, who will be joining a major player in the energy space."