Tessenderlo Group NV, Brussels, and Picanol Group NV, Ypres (Ieper), plan to combine companies into one industrial group, eventually having one stock exchange listing and one Board of Directors, according to a joint statement.
By combining the cash flows of all business units, Tessenderlo and Picanol believe acquisitions and investments can be made more easily across the economic cycles.
Additionally, by combining both groups into one industrial group, the existing shareholders of the two groups will have the opportunity to participate directly in each new project, and there will no longer be a question of which group will realize which project, according to the statement.
The reference shareholders Luc Tack and Patrick Steverlynck will contribute the shares they hold in the Picanol Group in kind in Tessenderlo. The remaining Picanol shareholders (free float of 10.66%) will also be offered the possibility to become direct shareholders of Tessenderlo at the same exchange ratio, whereby one Picanol Group share can be exchanged for 2.43 Tessenderlo Group shares.
Tessenderlo is valued for the purposes of the exchange offer at €1.66 billion, while Picanol is valued at €830.8 million in relative terms. The exchange offer values Picanol at about €72.29 a share based on Tessenderlo’s closing price on July 7 (the day prior to the exchange offer announcement), representing a premium of about 17% to Picanol’s July 7 closing price, according to a Bloomberg report.
Picanol Group will be included as a business unit in Tessenderlo’s Machines & Technologies segment. The integrated group will thus consist of the following five business segments: Agro, Bio-valorization, Industrial Solutions, Machines & Technologies, and T-Power.
The new group will have sales of approximately €2.7 billion and an adjusted EBITDA of more than €430 million based on 2021 figures.
Tessenderlo’s headquarters will remain in Brussels and Picanol’s headquarters in Ypres. The two groups do not expect the combination of activities to impact on the current employment.
The Boards of Directors of both groups support the exchange offer, and the Tessenderlo Board will submit the issuance of new shares of Tessenderlo in the fourth quarter of this year for approval at an EGM.
Tessenderlo and Picanol expect the integration to become effective as of Jan. 1, 2023.