Targetti’s acquisition of Louis Poulsen Lighting creates one of the leading European players in the lighting market.
Value of transaction: 155 million Euros.
Yesterday Targetti Sankey S.p.A. subscribed an agreement to acquire indirectly a shareholding of 92.5% in the share capital of the Danish company Louis Poulsen Lighting A/S.
The transaction involves the acquisition of a direct interest of 100% in Holdingselskabet af 3. November 2005 A/S (“Holding”), a Danish company which holds a shareholding of 85% in Louis Poulsen Lighting, and of 50% in LAMP Invest ApS, which in turn owns the remaining 15% of Louis Poulsen Lighting.
The remaining 7.5% stake in Louis Poulsen Lighting is owned by Peter Tholsen (CEO of Louis Poulsen) indirectly through a 50% indirect stake in LAMP Invest ApS. Moreover Mr Peter Tholsen holds an option to sell to Targetti his shares in LAMP Invest ApS for 12.6 million Euros. In the event that the option is exercised, Targetti will own indirectly 100% of Louis Poulsen. This option will be exercisable by February 2008.
Louis Poulsen is one of the leaders in the high-end European architectural lighting sector; during 2006 consolidated turnover reached 111.0 million Euros, EBITDA[1] 13.4 million Euros (12.1% on turnover), and Net Income 5.4 million Euros. The Net Financial Position[2] as at 31st December 2006 was negative for 15.6 millions Euros. All the data[3] of the consolidated financial statements of Louis Poulsen are drafted in compliance with the Danish accounting principles.
The shareholders of Holding are P-LP 1999 A/S and H&D Invest A/S; each with a 50% stake.
The total investment for the acquisition of an indirect interest of 92.5% in Louis Poulsen Lighting is approximately 155.4 million Euros, in addition to the costs related to the transaction. The price, which will be paid at closing, refers to the equity value plus the consolidated net cash of the Holding at closing date. The final price will be fixed through an adjustment in line with market practice.
The transaction, realized through an auction sale, will be completely debt financed, mainly provided by a Fortis Bank medium-long term credit facility.
The execution of the transaction is expected for the beginning of September 2007 and it follows the usual legal conditions and the issue of the authorization from antitrust authorities, where requested.
For the transaction Cazenove acts as Sole Advisor for Targetti, while the legal consultant is Pavia & Ansaldo.
The acquisition of Louis Poulsen allows Targetti to significantly strengthen its positioning in continental Europe, and creates a European leader in the lighting sector, especially in the architectural segment, core business of Targetti; in particular Targetti group will be the 3rd European player in terms of sales in the architectural lighting segment.
The acquisition will allow to achieve commercial and industrial synergies thanks to complementarities in terms of production facilities and reference markets. In particular Targetti will have the possibility to extend its presence in the North of Europe, where Louis Poulsen has a strong market share, as well as consolidate its presence in the US and Japan, where Louis Poulsen Lighting is one of the leading independent operators.
“With the acquisition of Louis Poulsen – stated Lorenzo Targetti, the CEO of Targetti Sankey S.p.A. – we make a significant step towards growing the scale of our business and further building our international footprint.”
“We are sure that Louis Poulsen is a perfect partner – continued Targetti – not only in terms of management expertise, competitive position and quality of products, but also in terms of complimentary with Targetti. We believe that this transaction will create significant value.”
The Targetti Group is one of the European leaders in the sector of interior and exterior lighting. A network of nine highly specialised companies, it draws its strength from its long history and from its natural talent for research. Thanks to its perfect blend of technology and design, Targetti equipment lights universal masterpieces of art such as Michelangelo's David, Leonardo's Last Supper, and the Notre Dame Cathedral, and is used in a wide range of environments: the Singapore Opera House, Madrid, Canton, and Paris airports, the Bulgari, Benetton, Celine, Diesel showrooms, the Formula 1 McLaren boxes, corporations such as Peugeot, Citröen, and Alfa Romeo, the world's most prestigious hotel chains, and over 4000 large and small urban environments, all places where light...means Targetti.
Contact: Marco Cisbani Massimiliano Parboni
Targetti Sankey S.p.A Barabino&Partners
Ph.: +39 055/3791.203 Ph.: +39 06/679.29
Florence, 28th June 2007
[1] The gross operating margin (EBITDA) is an intermediate operational indicator obtained from the operating margin adjusted for depreciation, allocations and write-downs.
[2] The Net Financial Position is calculated subtracting from the cash and bank accounts the financial debts to banks and other lending institutions.
[3] These financial data, originally showed in Danish Crowns (DKK), were translated in Euros utilizing the average yearly exchange rate for the Income Statement items and the year-end exchange rate for the Balance Sheet ones. |
