20 octobre 2021 Pierre Perrin-Monlouis
Air Liquide announced on Tuesday, September 20, 2005 the submission to the French Financial Markets Authority (Authorité des marches financiers or AMF) of a prospective simplified public offering concerning SOAEO SA shares of which Air Liquide already possesses 86.8% of the capital and 92.3% of the voting rights.
With 18% of its consolidated sales in 2004 in Asia, over 1.6 billion euros, the Air Liquide Group has over the last few years extended its activities beyond the South-Eastern part of Asia towards emerging economies (China, Korea, Taiwan), and has consolidated its historic position in Japan. In South-East Asia, which has witnessed profound transformations leading to more moderate growth, SOAEO, with sales of 190 million euros, has since its debut concentrated mainly on Singapore, Hong Kong, Malaysia, Thailand, Indonesia, and the Philippines.
The proposed deal will permit the Group to more easily pursue development in the region, thanks to better operational integration of SOAEO activities, simplified organizations, and improved financial and administrative management of the Group in Asia.
Principally, Air Liquide will propose that SOAEO’s shareholders exchange their shares for Air Liquide shares. The proposed parity is 1 Air Liquide share for 1 SOAEO share. As a subsidiary measure, SOAEO’s shareholders may also choose to sell their shares for a cash purchase offer at the price of 145 euros per share, capped at a total amount of 50 million euros. (see offering details following)
In addition to the exchange at parity, Air Liquide also offers to pay, within the usual limits, the brokerage fees and stock market tax that are normally the vendors’ responsibility. An extended offering period is also under study.
The shares offered in exchange by Air Liquide are treasury shares, representing less than 1% of the company’s capital and an amount of 150 million euros, based on Air Liquide’s latest share price.
In the event that Air Liquide holds more than 95% of SOAEO’s voting rights following the offer, Air Liquide intends to submit a public repurchase offer. This will be followed if necessary, by a mandatory purchase of the shares still held by the public at the same price of 145 euros per share, conditional on agreement of the AMF. After this offer, SOAEO SA shares will no longer be publicly listed.
Benoît Potier, Chairman of the Management Board of Air Liquide, declared:
“This transaction represents a very attractive offer that allows SOAEO’s shareholders to exchange shares in a company whose base is essentially regional for shares in a company that is both a world leader and more widely present in the zone.
The far-reaching economic redistribution of the region, particularly the rapid emergence of the Chinese economy, means that we must better regroup our forces through the integration of SOAEO’s operations. By doing so, all of our human, technological and financial resources can be mobilized towards our highest priority objectives. SOAEO’s shareholders who choose to exchange their shares for Air Liquide shares will thus be able to fully benefit from Group developments in Asia.
For Air Liquide, the simplification of the organization allows us to better meet the requirements of international customers, as well as to accompany their development thanks to world-wide teams. This transaction is part of the Group’s strategy, which has decided to invest 1 billion euros over five years in Asia in order to pursue its development in this zone.”
SOAEO (Isin code FR0000031171) is a subsidiary of the Air Liquide group. It is made up of subsidiaries consolidated by the global consolidation method (namely in Indonesia, the Philippines and Thailand), companies consolidated by proportional consolidation method (in Singapore and Hong Kong), and companies consolidated using the equity method (namely in Malaysia). SOAEO manufactures and commercializes industrial gases, notably air gases (oxygen, nitrogen, argon, etc.) for a diversified customer base: steelmakers, chemicals, shipbuilding yards, materials transformation, oil, agro-food, healthcare, etc.
2004 Key figures for the SOAEO SA company (IFRS standards)
– Sales: 190.2 million €
– Current operating income: 46.6 million €
– Net earnings, group share: 44.4 million €
Offer characteristics
Principally, Air Liquide will propose a share exchange to SOAEO’s shareholders. The proposed parity is 1 Air Liquide share for 1 SOAEO share. As a subsidiary measure, SOAEO’s shareholders may also choose to advance their securities for a cash purchase offering at the price of 145 euros per share. This purchase offering will be capped at a total amount of 50 million euros. If the total amount of SOAEO shares advanced for the purchase offer were to exceed this cap limit, a proportional discount would be applied to all shareholders who wish to exchange their shares for cash, with excess shares then being considered as having been advanced for the exchange offer. An SOAEO shareholder may choose to advance his or her shares to one or other of the offers in the proportions he or she wishes.
The offer represents a premium of circa 14% compared to the 1 month average and of circa 25% compared to the 12 months average of SOAEO’s price, valuing the company at circa 16,7x EBITDA and circa 25,1x net profit for 2004 (IFRS). For reference, the average net profit multiple for stock markets in Hong Kong and Singapore are in the range of 14 to 16x. Air Liquide’s EBITDA and net profit 2004 multiples (IFRS) are respectively in the region of 9.2x and 20.7x.
Proposed transaction schedule
Air Liquide’s simplified public offering in respect of SOAEO was submitted to the AMF on September 20, 2005. Upon receipt of the required approvals, the offering period should begin during the month of October 2005.
The statement concerned by article 231-17 in the General Regulations of the AMF has been distributed and is available on the AMF’s website (www.amf-france.org) as well as on the Air Liquide website (www.airliquide.com).
Pursuant to article 231-35 of the General Regulations of the AMF, this statement was sent to the AMF before being distributed.
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Present in more than 70 countries, Air Liquide provides industrial and medical gases and related services. The Group offers innovative solutions based on constantly enhanced technologies. These solutions, which are consistent with Air Liquide’s commitment to sustainable development, help to protect life and enable our customers to manufacture many indispensable everyday products. Founded in 1902, Air Liquide has more than 36,000 employees. The Group has successfully developed a long-term relationship with its shareholders built on trust and transparency and guided by the principles of corporate governance. Since the publication of its first consolidated financial statements in 1971, Air Liquide has posted strong and steady earnings growth. Sales in 2004 totalled 9,428 million euros, with sales outside France accounting for almost 80%. Air Liquide is listed on the Paris stock exchange and is a component of the CAC 40 and Eurostoxx 50 indices (ISIN code FR 0000120073).
For more information, please contact:
Investor Relations Corporate Communication
Anthony McCord : +33 1 40 62 55 19 Dominique Maire: +33 1 40 62 53 56
Corinne Estrade-Bordry: +33 1 40 62 51 31
This statement must not be published, distributed or broadcast in the United States of America, Canada, Australia, Italy or Japan. This statement does not constitute an extension in the United States, Canada, Australia, Italy or Japan of the prospective simplified public offering mentioned in this statement and does not constitute an offer of sale of securities in the United States, Canada, Australia, Italy or Japan, or the canvassing of a securities purchase order in the United States, Canada, Australia, Italy or Japan.
The broadcasting, publication or distribution of this statement can, in some countries, be subject to legal or regulatory restrictions. As a result, those persons located in the countries where this statement is broadcast, published or distributed must be aware of the existence of such restrictions, and conform to them. Receipt of this statement does not constitute an offering in the countries where an exchange offering or a securities offering is illegal, and in such circumstances, this statement is considered as having been supplied for information purposes only.
