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Calendar Year 2014: Bidding War

Court decision – reject challenge

In early April 2014, Ardian said they (Ardian + Fosun) won’t raise Club Med offer, several weeks before the court decision.

On April 29, 2014, the Paris court rejected a shareholders challenge to a bid by China’s Fosun International and French private equity firm Ardian (previously Axa private equity) for holiday operator Club Med.

Another buyer – Andrea Bonomi, €21

Two weeks later, another buyer was increasing his stake.

It was reported on May 16, 2014 that Strategic Holdings, which is led by Italian businessman Andrea Bonomi (Managing Principal and Founder of Investindustrial, a private equity firm), owned 8.3 pct of Club Med’s capital at Thursday’s market close and was ready to further increase its stake. That stake stood at 7.2 percent on May 12. “Andrea Bonomi is hoping to have constructive talks for the benefit of all shareholders and the company. He is a long term shareholder. Assuming the offer does not go through then they would be one of the biggest shareholders and then they would like to engage on a constructive basis,” the spokesman for Strategic Holdings said.

In May, the French market regulator AMF issued what is known as a put-up- or-shut-up order, giving Mr. Bonomi until Monday (June 30) evening to either make an unconditional offer or drop his bid for at least six months. It also agreed to delay the closing of the Fosun-Ardian deal, giving Mr. Bonomi time to examine Club Med’s books and decide on his move.

Then in June 30, 2014, the new consortium (Global Resorts) made an offer at Euro 21 per share, valuing Club Med at ~790 million euros, or $1.1 billion.

Meanwhile, Club Med opened its third Chinese resort in June, on Dong’ao Island, near Macau.

Fosun Ardian withdrew

On August 14, 2014, Fosun made an announcement that, following AMF’s issuance of statement of compliance for a competing bid filed by Global Resorts SAS, an Amendment Agreement No. 3 to the Investment Agreement has been entered into among Fosun, Ardian (previously AXA PE) and Top Managers, pursuant to which the parties to the Investment Agreement have decided to withdraw the Tender Offer launched by Gaillon Invest.

Fosun Ardian new offer – €22

French private equity firm Ardian, Chinese conglomerate Fosun International, China’s U-Tour and Portuguese insurer Fidelidade, said on Friday they would offer 22 euros per share for Club Mediterranee , reigniting a battle for control of the French resort operator. The new offer, which values Club Med at 839 million euros(1.08 billion), topped a 21 euro-per-share takeover bid from Global Resorts, controlled by Andrea Bonomi.

Upon completion of the Transaction, assuming that 100% of the Target Shares and OCEANEs are tendered to the Tender Offer, each of Holding Gaillon II (through Gaillon Invest II) and Fidelidade would hold 80% and 20% of the shares and voting rights of Club Med respectively. Where Holding Gaillon II (through Gaillon Invest II) holds 80% of the shares and voting rights of Club Med, assuming that there are no Leveraged Financing Facilities, Fosun, the Management, ACF II and Utour-JD Investors would respectively invest in the form of equity capital and/or shareholders loan (through subscription to ordinary shares, preferred shares, and/or shareholders loans, as the case may be) an amount of approximately: (i) €612 million for Fosun, (ii) €10 million for the Management, (iii) €20 million for ACF II, and (iv) €30 million for Utour-JD Investors. As a result thereof, Fosun, the Management, ACF II, and Utour-JD Investors would respectively own approximately 91%, 1.5%, 3% and 4.5% of the share capital and voting rights of Holding Gaillon II. On the other hand, assuming there are Leveraged Financing Facilities, Fosun, the Management, ACF II and Utour-JD Investors would respectively invest in Holding Gaillon II an amount of approximately: (i) €382 million for Fosun, (ii) €10 million for the Management, (iii) €20 million for ACF II, and (iv) €30 million for Utour-JD Investors. As a result thereof, Fosun, the Management, ACF II, and UtourJD Investors would respectively own approximately 86%, 2%, 5% and 7% of the share capital and voting rights of Holding Gaillon II.

[On a side note, Fosun acquired 80% equity interest in Fidelidade on May 15, 2014]

The bid was cleared by AMF in October.

December

On November 11, 2014, buyers led by Bonomi raised the price to Euro 23, including KKR as a minority investor.

On December 1, 2014, buyers led by Fosun raised the price to Euro 23.5, including Brazilian investor Nelson Tanure, active in the tourism industry, as a 20% investor.

On December 5, 2014, buyers led by Bonomi raised the price to Euro 24.

On December 19, 2014, buyers led by Fosun raised the price to Euro 24.6.

Win by Fosun in Feb, 2015

After rival Italian tycoon Andrea Bonomi dropped out, Fosun was left as the sole bidder. The price offered to Club Med shareholders values the company at €939m (£700m). It’s the longest running bid battle in recent times in France.

Finally, on 12 February 2015, AMF declared that Gaillon Invest II is in a position to hold in concert 33,400,691 shares representing 92.81% of the share capital and at least 91.57% of the voting rights of Club Med.

 

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References

[1] https://www.reuters.com/article/club-med-ardian-idUSL6N0N13HQ20140409

[2] https://www.reuters.com/article/club-med-courts/paris-court-rejects-challenge-to-club-med-bid-lawyer-idUSWEB00MC020140429

[3] https://www.bloomberg.com/profile/person/1951383

[4] https://www.reuters.com/article/club-med-idUSWEB00NDR20140516

[5] https://dealbook.nytimes.com/2014/06/30/hostile-bid-for-club-med-threatens-existing-deal/

[6] https://www.bloomberg.com/news/articles/2014-06-30/bonomi-s-club-med-bid-tops-rival-offer-at-21-euros-per-share

[7] https://www.reuters.com/article/club-med-bonomi/newsmaker-italys-bonomi-targets-comeback-with-club-med-bid-idUSL6N0PF2M120140704

[8] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/0814/ltn20140814093.pdf

[9] https://www.reuters.com/article/club-med-offer-gaillon-idUSFWN0RC00W20140912

[10] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/0912/ltn20140912620.pdf

[11] https://www.publico.pt/2014/05/15/economia/noticia/chineses-da-fosun-oficializam-compra-da-fidelidade-1636125

[12] https://www.reuters.com/article/us-clubmed-m-a-fosun-intl-amf/french-regulator-clears-fosuns-improved-club-med-bid-idUSKCN0I31VV20141014

[13] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/1201/ltn201412012174.pdf

[14] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/1201/ltn201412012174.pdf

[15] https://www.reuters.com/article/us-clubmed-m-a-fosun-intl/chinas-fosun-outbids-italys-bonomi-with-sweeter-club-med-offer-idUSKCN0JE0WL20141201

[16] https://www.reuters.com/article/us-club-med-m-a/italian-tycoon-bonomi-tops-chinese-offer-for-club-med-idUSKCN0JJ1D920141205

[17] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/1219/ltn20141219298.pdf

[18] https://www.wsj.com/articles/fosun-sweetens-club-med-bid-1418979380

[19] https://www.wsj.com/articles/italian-businessman-backs-down-in-bidding-war-for-club-med-1420238279

[20] https://www.bbc.com/news/business-31432322

[21] https://www1.hkexnews.hk/listedco/listconews/sehk/2015/0212/ltn20150212805.pdf

Calendar Year 2013: Tender Offer and Guilin Resort

Per the initial announcement, Fosun cant’ increase its stake over 10% until 2012. In Fosun’s annual report 2012, it says it continued to increase its shareholdings to 9.96% by way of investment in the public market (3,172,430 shares). In addition, following the doubling of the voting rights attached to some of its shares, which took place on July 2, 2012, Fosun holds 15% of the voting rights in Club Méditerranée.

Club Med’s Article 8 of the bylaws stipulates that all fully paid-up shares registered in the name of the same holder for at least two consecutive years carry double voting rights.

First offer – €17

On May 27, 2013, Paris-based Axa Private Equity and Fosun, China’s largest private conglomerate, which already own 19 per cent of the shares, said they would team up with the company’s management to offer €17 a share – a 23 per cent premium to Friday night’s close of €13.85.

They aim to be equal partners in acquiring 50.1 per cent of the shares, on a fully diluted basis. If their offer results in a 95 per cent take-up, they may delist and take Club Med private. After five years they would exit through an initial public offer in Paris with secondary listings in Singapore and Shanghai.

Fosun’s obligation to complete the Transaction is conditional on the completion of the Tender Offer, which in turn is conditional upon Gaillon Invest acquiring more than 50% of the share capital and voting rights of Club Med on a diluted basis following the initial round of the Tender Offer.

Upon completion of the Transaction (provided that 100% of the Target Shares and OCEANEs are tendered to the Tender Offer and assuming an investment amount for the Management of Euro 8 million), each of AXA PE, Fosun and the Management would respectively invest in the form of equity capital and/or shareholders loan (through subscription to ordinary shares, preferred shares, and / or shareholders loans as the case may be) an amount of approximately (i) Euro 153 million for Fosun, (ii) Euro 164 million for AXA PE and (iii) Euro 8 million for the Management. As a result thereof, Fosun, AXA PE and the Management would own respectively 47.6%, 47.6% and 4.7% of the share capital and voting rights of Holding Gaillon. Holding Gaillon will not be a subsidiary of Fosun.

In the event that the Offeror would hold 50.1% of the share capital of Club Méditerranée, the aggregate shareholding of the management (circa. 400 people) would represent an indirect shareholding of circa. 8% in the share capital of the Offeror (including circa. 1.6% of which for Mr. Henri Giscard d’Estaing and Mr. Michel Wolfovski), for a total investment of the management of circa. 8 million euros.

Raising bid price – €17.50

On June 25, 2013, Fosun and AXA raised the price from Euro 17.00 to Euro 17.50 and the offer price per OCEANE from Euro 19.23 to Euro 19.79. Club Med’s board said it would back the deal and several of its top shareholders pledged support after staying mum on the previous offer.

Opposition from minority shareholders

The AMF (French stock market regulator) first approved the deal but then Both ADAM and CIAM filed complaints against the takeover with the AMF regulator, who then in August said it was extending until further notice the period for the bid, which had been due to close on August 30, while the court decisions were pending.

Then in September 2013, the court would hear deal complaints on February 27, 2014 and pronounce a judgment on April 29, 2014.

[On a side note, AXA private equity was spun-off and renamed as Ardian in September 30, 2013]

Expansion in China, Guilin village

Meanwhile, Club Méditerranée opened a second 4 Trident village in Guilin during summer 2013 (with a 5 Trident area) and has announced a third village, this time a resort, on the Island of Dong’Ao for summer 2014.

 

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References

[1] https://www1.hkexnews.hk/listedco/listconews/sehk/2013/0417/ltn20130417258.pdf

[2] http://corporate.clubmed/wp-content/uploads/2013/03/2012-Annual-Report_Club-Med_ENG.pdf

[3] https://www.ardian.com/sites/default/files/press/20130527%20PR%20AXA%20PE%20Fosun%20FINAL%20FINAL.pdf

[4] https://www1.hkexnews.hk/listedco/listconews/sehk/2013/0531/ltn20130531027.pdf

[5] https://www.ft.com/content/725b5052-c6a8-11e2-8a36-00144feab7de

[6] https://www1.hkexnews.hk/listedco/listconews/sehk/2014/0414/ltn20140414375.pdf

[7] https://www1.hkexnews.hk/listedco/listconews/sehk/2013/0625/ltn20130625664.pdf

[8] https://www.reuters.com/article/clubmed-offer/update-2-chinese-investor-wins-over-club-med-with-sweetened-bid-idUSL5N0F10B520130625

[9] https://www.lepoint.fr/economie/club-med-l-amf-donne-son-feu-vert-a-l-opa-d-axa-et-du-chinois-fosun-16-07-2013-1705274_28.php

[10] https://www.reuters.com/article/clubmed-buyout/club-med-buyout-extended-after-shareholder-complaints-idUSL6N0G72QY20130806

[11] https://www.ft.com/content/408c4988-feb0-11e2-97dc-00144feabdc0

[12] https://www.ft.com/content/f2c5efa6-2533-11e3-9b22-00144feab7de

[13] https://www.ardian.com/sites/default/files/press/PR%20Ardian%20EN%203009.pdf

[14] http://corporate.clubmed/wp-content/uploads/2014/02/VCONSO-ENG-VDEF.pdf

First Stake in 2010 – 7%

On June 13, 2010, Club Méditerranée and Fosun jointly announced that Fosun has acquired 7.1% of Club Med’s share capital, and has become one of Club Méditerranée’s largest strategic investors ^[1],[2].

Fosun has acquired from FIPAR International and GLG Partners shares and ORANEs representing approximately 7.1% of the share capital of Club Méditerranée on a fully diluted basis (i.e. assuming the redemption in shares of all the ORANEs issued by Club Méditerranée) ^[1].

One representative of Fosun will be appointed at the board of directors of Club Méditerranée. If Fosun reaches the 9% threshold in the share capital of Club Méditerranée (on a fully diluted basis), the appointment of a second board member selected by Fosun will be submitted to shareholders’ approval at the next shareholders meeting. One representative of Fosun will sit on each of the strategic committee and the audit committee of Club Méditerranée ^[1].

Fosun intends, if it reaches a 10% stake in the company (on a fully diluted basis), not to increase such stake beyond the 10% level during the following 24 months (from June 2010), subject to no other shareholder having more (or expressing the intention to have more) than 10% ^[1].

Strategic partnership – 5 Club Med resorts in China by 2015

Included in the statement is a short description of strategic collaboration – Fosun commits itself to support Club Med’s development strategy with the aim to open five Club Med resorts in China by 2015. Club Med has already identified specific sites for resorts which would be developed with the support of Fosun or its affiliates. Fosun (or its affiliates) will propose additional sites, considering their in depth knowledge of the Chinese property market. On a mid term basis, the parties will cooperate to identify opportunities for the opening of new resorts, through greenfield development or by taking over existing upscale resorts ^[1].

Club Med has already initiated new projects in China, in particular its first Village, as a ski resort, in Yabuli (the largest Chinese ski station in north-east China), to be opened by the winter season of 2010. Club Med’s goal is to attract 5% to 10% of potential Chinese visitors to 4 and 5-²star vacation resorts by 2015, representing just 0.2% of the total Chinese population. On this base, Club Med could have over 200,000 Chinese customers by 2015 ^[1].

Stake Increased to 9% in Early November 2010

One thing to note here – Club Med’s fiscal year begins on 1 November and ends on 31 October of the following year. Therefore, when Club Med filed its annual report 2010, it only needed to disclose the Fosun’s stake of 2,247,551 shares (~7.4%) and one board seat (JIANNONG QIAN) ^[3].

After one year, in Club Med’s annual report 2011, it says – on November 9, 2010, the Fosun Group disclosed that it had surpassed the threshold of 9% of capital and voting rights through the purchase of shares between October 14 and November 8, 2010, thus holding 2,801,569 Club Méditerranée shares (2,940,295 shares as of Oct 31, 2011) ^[4].

And Fosun has two board seats, adding GUANGCHANG GUO (Fosun’s chairman) to Club Med’s board (13 directors as of Oct 31, 2011, including 2 non-voting directors) ^[4].

The Yabuli village

In 2010, in launching its operations on China, Club Med signed a management and marketing contract for the Yabuli Village and paid €2 million for these exclusive rights. These rights are amortized over the life of the contract ^[4].

Yabuli Village, opened in 2010 winter season, is 4-Trident village with 284 rooms, 706 beds and a capacity of 80,484 (hotel days). It is Club Med’s ninth village in Asia and its second managed property in this region ^[4],[5].

 

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References

[1] http://corporate.clubmed/wp-content/uploads/2010/06/CP-EN.pdf

[2] https://www.reuters.com/article/us-clubmed-china/chinas-fosun-acquires-7-1-percent-of-club-med-idUSTRE65C1EU20100613

[3] http://corporate.clubmed/wp-content/uploads/2011/02/Rapport_Annuel_2010_EN.pdf

[4] http://corporate.clubmed/wp-content/uploads/2012/02/Annual-report-2011.pdf

[5] http://corporate.clubmed/wp-content/uploads/2010/12/Press-Release-of-Club-Med-Yabuli-Opening.pdf