LATEST NEWS
07/04/08
SNCF Participations strengthens its natural alliance with Geodis
Creation of a new leader in transport and logistics
Planned voluntary and friendly cash tender offer for Geodis shares
· An offer price of €135 per share cum dividend provides shareholders with an attractive premium
· The Chairman of SNCF wishes that Pierre Blayau, Chairman and CEO of Geodis, leads the new entity
SNCF today announces its plan for a voluntary and friendly cash offer to create a new inter-modal and international leader in freight transport and logistics. This ambitious project is a priority for SNCF, fitting perfectly into its growth strategy for this sector which has attractive future prospects. The realisation of this project requires an increased control of Geodis by SNCF Participations.
Geodis (FR0000038283) is quoted on the Eurolist of Euronext Paris, and SNCF Participations is its largest shareholder with 42.37% of capital and 45.79% of voting rights.
The offer covers all Geodis shares not already owned by SNCF. The offer price of €135 per share including the 2007 dividend of €2.85 (equivalent to €132.15 per share ex dividend), represents a premium of 79% over the weighted average price of Geodis shares during March 2008. The offer was approved by the boards of directors of SNCF and SNCF Participations and was sent to the board of directors of Geodis.
As part of this project, SNCF announces the creation of an enlarged freight transport and logistics division, which will include the activities of Geodis, Fret SNCF and TLP (Transport et Logistique Partenaires, a wholly owned subsidiary of SNCF Participations).
Guillaume Pepy, Chairman of SNCF, wishes that Pierre Blayau, whilst retaining his position as Chairman and CEO of Geodis, leads the implementation, management and development of the new and enlarged division, encompassing all the Group’s activities in the freight transport and logistics sector. As such, Mr. Blayau would be appointed Directeur Général Délégué for Freight Transport and Logistics of SNCF.
Guillaume Pepy, Chairman of SNCF, said: "The strategic move we are announcing today is a key step forward for SNCF. With the agreement of our shareholder – the French State – we have decided to create an integrated force in the freight transport and logistics sector. We are building a platform for European and global consolidation. With Geodis, our long-standing and natural partner, we now have the capacity to offer our customers a complete set of first class inter-modal and international solutions meeting their requirements."
AN INDUSTRIAL PROJECT DEDICATED TO GROWTH
The new entity will be one of the European leaders in freight transport and logistics and will be able to offer its French and international customers a complete platform of inter-modal solutions - by rail, road, inland waterway, air and sea.
The platform, poised for growth, confirms SNCF’s long term commitment to this particularly dynamic sector where it will be well positioned to capture new opportunities for internal and external development.
In this strongly expanding sector, the new entity will provide customers with the integrated offer they seek, whilst meeting ever increasing social demand for sustainable development.
The combined activities of SNCF and Geodis in freight transport and logistics currently generate revenues of circa €8bn, with approximately 50,000 employees.
A COHERENT AND HARMONIOUS ORGANISATION FOCUSED ON ITS CUSTOMERS
Alongside Geodis, the new division, under the responsibility of Pierre Blayau, will include the activities of Fret SNCF and TLP. All entities will maintain their own characteristics in all areas, but will progressively harmonise procedures, resources and objectives within a framework of on-going consultation. Olivier Marembaud will continue in his role as Directeur Général Délégué Fret SNCF until 28 May 2008, at which time he will take over the functions of Délégué Général in charge of the top executive management policy for the SNCF group. It is proposed that Luc Nadal succeeds him as the head of Fret SNCF.
Bringing together SNCF’s activities and Geodis within a transport and logistics division of European dimension and global ambitions is a decisive move for SNCF’s existing customers. It will enable SNCF to benefit from Geodis logistics expertise, network and client coverage both in Europe and worldwide, accelerating SNCF’s necessary global development in this sector.
This project will provide the opportunity for Geodis to expand its offer to rail transport, when appropriate. As the transformation plan of Fret SNCF is beginning to show signs of success, it will provide an additional advantage to match customers’ expressed needs for sustainable development, with high speed rail freight services as a complement to road or air freight.
With an increased support of a shareholder committed to long term growth, Geodis will be able to capture international development opportunities, as demonstrated by the acquisition of Wilson a few months ago.
Finally, this combination will provide a perfect alignment of interests and a coherent structure of all freight transport and logistics activities within one division.
A CASH TENDER OFFER OF €135 PER SHARE
By the end of April 2008, SNCF Participations will file with the AMF, the French Stock Exchange Authority, its voluntary offer to purchase all Geodis shares not already owned by SNCF Participations. The offer price of €135 including the 2007 dividend of €2.85 (corresponding to an ex dividend price of €132.15 per share), represents an attractive premium for shareholders of 79% over the weighted average price of Geodis shares during March 2008. Offer terms will include an acceptance threshold of 66.67% of capital and voting rights on a fully diluted basis.
On 18 March 2008, in accordance with the provisions of Article 261-3 of the General Regulations of the AMF and in addition to the valuation work carried out by its advisory bank, SNCF appointed Accuracy, represented by Monsieur Bruno Husson, in order to obtain an opinion on the fairness of the price offered.
Accuracy issued its report to SNCF Participations on 4 April 2008. In this report, Accuracy presents the results of its valuation analyses of Geodis and concludes that the offer price is fair both for SNCF Participations and for Geodis. On the basis of this report and other valuations carried out by SNCF Participations and Geodis for the purposes of the offer, Accuracy will produce a fairness opinion in time for the scheduled filing of the offer with the AMF. This opinion will be included in the offer prospectus issued by SNCF Participations.
The increase in SNCF Participations’ control of Geodis does not have to be referred to anti-trust authorities nor does it require any regulatory authorisation.
SNCF’s advisors for this transaction are Deutsche Bank, UBS and Gide Loyrette Nouel.
· An offer price of €135 per share cum dividend provides shareholders with an attractive premium
· The Chairman of SNCF wishes that Pierre Blayau, Chairman and CEO of Geodis, leads the new entity
SNCF today announces its plan for a voluntary and friendly cash offer to create a new inter-modal and international leader in freight transport and logistics. This ambitious project is a priority for SNCF, fitting perfectly into its growth strategy for this sector which has attractive future prospects. The realisation of this project requires an increased control of Geodis by SNCF Participations.
Geodis (FR0000038283) is quoted on the Eurolist of Euronext Paris, and SNCF Participations is its largest shareholder with 42.37% of capital and 45.79% of voting rights.
The offer covers all Geodis shares not already owned by SNCF. The offer price of €135 per share including the 2007 dividend of €2.85 (equivalent to €132.15 per share ex dividend), represents a premium of 79% over the weighted average price of Geodis shares during March 2008. The offer was approved by the boards of directors of SNCF and SNCF Participations and was sent to the board of directors of Geodis.
As part of this project, SNCF announces the creation of an enlarged freight transport and logistics division, which will include the activities of Geodis, Fret SNCF and TLP (Transport et Logistique Partenaires, a wholly owned subsidiary of SNCF Participations).
Guillaume Pepy, Chairman of SNCF, wishes that Pierre Blayau, whilst retaining his position as Chairman and CEO of Geodis, leads the implementation, management and development of the new and enlarged division, encompassing all the Group’s activities in the freight transport and logistics sector. As such, Mr. Blayau would be appointed Directeur Général Délégué for Freight Transport and Logistics of SNCF.
Guillaume Pepy, Chairman of SNCF, said: "The strategic move we are announcing today is a key step forward for SNCF. With the agreement of our shareholder – the French State – we have decided to create an integrated force in the freight transport and logistics sector. We are building a platform for European and global consolidation. With Geodis, our long-standing and natural partner, we now have the capacity to offer our customers a complete set of first class inter-modal and international solutions meeting their requirements."
AN INDUSTRIAL PROJECT DEDICATED TO GROWTH
The new entity will be one of the European leaders in freight transport and logistics and will be able to offer its French and international customers a complete platform of inter-modal solutions - by rail, road, inland waterway, air and sea.
The platform, poised for growth, confirms SNCF’s long term commitment to this particularly dynamic sector where it will be well positioned to capture new opportunities for internal and external development.
In this strongly expanding sector, the new entity will provide customers with the integrated offer they seek, whilst meeting ever increasing social demand for sustainable development.
The combined activities of SNCF and Geodis in freight transport and logistics currently generate revenues of circa €8bn, with approximately 50,000 employees.
A COHERENT AND HARMONIOUS ORGANISATION FOCUSED ON ITS CUSTOMERS
Alongside Geodis, the new division, under the responsibility of Pierre Blayau, will include the activities of Fret SNCF and TLP. All entities will maintain their own characteristics in all areas, but will progressively harmonise procedures, resources and objectives within a framework of on-going consultation. Olivier Marembaud will continue in his role as Directeur Général Délégué Fret SNCF until 28 May 2008, at which time he will take over the functions of Délégué Général in charge of the top executive management policy for the SNCF group. It is proposed that Luc Nadal succeeds him as the head of Fret SNCF.
Bringing together SNCF’s activities and Geodis within a transport and logistics division of European dimension and global ambitions is a decisive move for SNCF’s existing customers. It will enable SNCF to benefit from Geodis logistics expertise, network and client coverage both in Europe and worldwide, accelerating SNCF’s necessary global development in this sector.
This project will provide the opportunity for Geodis to expand its offer to rail transport, when appropriate. As the transformation plan of Fret SNCF is beginning to show signs of success, it will provide an additional advantage to match customers’ expressed needs for sustainable development, with high speed rail freight services as a complement to road or air freight.
With an increased support of a shareholder committed to long term growth, Geodis will be able to capture international development opportunities, as demonstrated by the acquisition of Wilson a few months ago.
Finally, this combination will provide a perfect alignment of interests and a coherent structure of all freight transport and logistics activities within one division.
A CASH TENDER OFFER OF €135 PER SHARE
By the end of April 2008, SNCF Participations will file with the AMF, the French Stock Exchange Authority, its voluntary offer to purchase all Geodis shares not already owned by SNCF Participations. The offer price of €135 including the 2007 dividend of €2.85 (corresponding to an ex dividend price of €132.15 per share), represents an attractive premium for shareholders of 79% over the weighted average price of Geodis shares during March 2008. Offer terms will include an acceptance threshold of 66.67% of capital and voting rights on a fully diluted basis.
On 18 March 2008, in accordance with the provisions of Article 261-3 of the General Regulations of the AMF and in addition to the valuation work carried out by its advisory bank, SNCF appointed Accuracy, represented by Monsieur Bruno Husson, in order to obtain an opinion on the fairness of the price offered.
Accuracy issued its report to SNCF Participations on 4 April 2008. In this report, Accuracy presents the results of its valuation analyses of Geodis and concludes that the offer price is fair both for SNCF Participations and for Geodis. On the basis of this report and other valuations carried out by SNCF Participations and Geodis for the purposes of the offer, Accuracy will produce a fairness opinion in time for the scheduled filing of the offer with the AMF. This opinion will be included in the offer prospectus issued by SNCF Participations.
The increase in SNCF Participations’ control of Geodis does not have to be referred to anti-trust authorities nor does it require any regulatory authorisation.
SNCF’s advisors for this transaction are Deutsche Bank, UBS and Gide Loyrette Nouel.
