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L’Occitane International S.A. Announces Offer from Controlling Shareholder to Take Company Private
- Offer price of HK$34.00 in cash per share is final and represents approximately 60.83% premium to undisturbed 60-trading day average closing price of HK$21.14 per share.
- €1.7 billion take-private transaction values 100% of L’Occitane International S.A. at €6.0 billion on an equity value basis.
- Proposed privatisation unlocks immediate value for minority shareholders and aims to provide greater flexibility in making longer-term business decisions.
- Shareholders representing 25.79% of the Offer Shares held by Disinterested Shareholders have already committed to tender their shares, and an additional 12.17% have committed to recommend the offer or provided support letters.
HONG KONG and LUXEMBOURG, April 29, 2024 /PRNewswire/ — The Board of Directors (the “Board”) of L’Occitane International S.A. (the “Company”), (Stock Code: 0973.HK) today announced that L’Occitane Groupe S.A. (“Offeror”), the controlling shareholder of the Company, has offered to acquire all shares in the Company (other than treasury shares) that Offeror does not already own (“Offer Shares”), with the intention to privatise and delist the Company from the Hong Kong Stock Exchange. The rationale is to allow the current management team, which would remain in place, to continue operations of the Company’s business as it is and invest in long-term sustainable growth initiatives as a privately held company.
Offeror is ultimately controlled by Reinold Geiger, the Chairman and director of both the Company and Offeror. Offeror and its concert parties own 72.64% of issued and outstanding shares in the Company.
Offeror has offered a purchase price of HK$34.00 per share in cash (the “Offer”). Offeror has indicated the offer price is final and will not be increased further.
Offeror intends to finance the consideration through a combination of external debt facilities provided by Crédit Agricole Corporate and Investment Bank (CA-CIB), with additional financing capital provided by funds managed by Blackstone Inc. and its affiliates and Goldman Sachs Asset Management International or its affiliates.
In response, the Board has established an Independent Board Committee (the “IBC”) comprised solely of dedicated independent non-executive directors to evaluate the Offer and make a recommendation to minority shareholders as to whether the Offer is fair and reasonable and as to acceptance. Somerley Capital Limited, as Independent Financial Adviser, has been appointed by the Company, and approved by the IBC, to advise the IBC in connection with the Offer. The IBC’s recommendation will be included in a composite document to be jointly published by Offeror and the Company (“Composite Document”), which will officially commence the Offer.
Flexibility to invest in longer-term growth initiatives
A combination of industry dynamics and pressures of operating as a listed company underlies the rationale for the transaction.
Offeror believes that, in order to maintain and invigorate the respective market shares of the Company’s brands in an increasingly competitive environment, significant further investment in marketing, store refurbishment, IT infrastructure and attracting talent are of vital importance. These investments would entail incurring more expenses in order to lay the foundation for longer-term growth.
The Offer provides greater flexibility to the Company, as a privately-operated business, to pursue strategic investments and more efficiently implement strategies, free from the pressures of the capital markets’ expectations, regulatory costs and disclosure obligations, share price fluctuations, and sensitivity to short-term market and investor sentiment. This flexibility is particularly important because competition in the global skincare and cosmetics industry continues to intensify with the entry of new international and local brands.
Privatising the Company would better address these challenges by enabling the Company to more efficiently and effectively implement strategies that are vital for longer-term sustainable growth.
Unlocking shareholder value at a compelling premium
For minority shareholders, this transaction provides an attractive opportunity to monetise their investments at a premium over market price. The offer price exceeds the all-time high closing price of HK$33.60 per share since the Company’s IPO in 2010, and represents:
- A premium of approximately 30.77% over the undisturbed closing price of HK$26.00 per share as quoted on the Hong Kong Stock Exchange on 5 February 2024, the last trading day prior to the leak in the press around the existence of discussions between Offeror and certain third parties to take the Company private (the “Leak Date”);
- a premium of approximately 49.91% and 60.83% over the undisturbed average closing price of approximately HK$22.68 per share and HK$21.14 per share for the 30 and 60 consecutive trading days up to the last trading day prior to the Leak Date, respectively.
In addition to a compelling valuation, the Offer would allow shareholders to realise their investment in the Company for cash amidst an uncertain market climate marked by geopolitical factors and uncertain sentiment in the broader equity markets, among others.
The Offer is particularly compelling in light of the prolonged low trading liquidity of the Company’s shares, which makes it challenging for minority shareholders and vested option holders to sell a substantial amount of shares without adversely affecting the share price.
Additionally, appropriate arrangements have been made for holders of options and free shares of the Company to enable all holders interested in the Company’s securities to realise their investment in the Company for cash.
In sum, Offeror believes that a take-private transaction in its current form allows shareholders to derive maximum benefit and avoid exposure to uncertain market conditions.
Intention to retain employees, pursue long-term sustainable growth
For the Company’s employees and business partners, the transaction would provide the Company with greater flexibility in making longer-term focused business decisions and pursuing long-term sustainable growth. Offeror has stated its intention to continue operating the Company’s business and retain employees across all geographies, other than the changes that would occur in the ordinary course of business.
Reinold Geiger, current majority owner of the Company and of Offeror, said: “Our family has always taken a responsible, long-term view when it comes to developing our company. The cosmetics sector is undergoing profound changes, and our company has significantly transformed into a geographically balanced multi-brand group, marked by strategic acquisitions such as ELEMIS, Sol de Janeiro, and, most recently, Dr. Vranjes Firenze. The transaction we are launching today will enable us to focus on rebuilding the foundation for the long-term sustainable growth of our company.”
Terms and timing of the Offer
The Offer is subject to a minimum 90% acceptance threshold by shareholders other than Offeror or its concert parties (the “Disinterested Shareholders”).
Offeror has received Irrevocable Undertakings from existing Disinterested Shareholders representing in total approximately 25.79% of the Offer Shares held by Disinterested Shareholders to accept the offer. In addition, Disinterested Shareholders representing approximately 12.17% of the Offer Shares held by Disinterested Shareholders have committed to recommend the offer or provided Non-binding Letters of Support.
Offeror intends to conduct a squeeze-out of shares not tendered to the Offer, if it acquires not less than 90% of Offer Shares held by Disinterested Shareholders by 26 August 2024 (or as otherwise extended).
The timing of the Offer will commence upon publication of the Composite Document, which will be published at a later date.
Additional information about the Offer, as well as appropriate arrangements for holders of options and free shares of the Company, can be found in the 3.5 announcement published on the website of the Hong Kong Stock Exchange.
J.P. Morgan Securities (Asia Pacific) Limited is acting as exclusive financial adviser to Offeror. Crédit Agricole Corporate and Investment Bank (CA-CIB) and Corporate Finance International (CFI Group) are acting as exclusive financial advisers to Offeror in connection with the raising of capital and the overall structuring of the financing.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as global legal counsel to Offeror and Arendt & Medernach is acting as Luxembourg counsel to Offeror.
About L’Occitane International S.A.
L’Occitane International S.A. is an international multi-brand group that manufactures and retails premium beauty and wellness products. The Company operates in 90 countries worldwide and has more than 3,000 retail outlets, including over 1,300 of its own stores. Within its portfolio of premium beauty brands that champion organic and natural ingredients are: L’OCCITANE en Provence, Melvita, Erborian, L’OCCITANE au Brésil, LimeLife, ELEMIS, Sol de Janeiro and Dr. Vranjes Firenze.
With its nature-positive vision and entrepreneurial ethos, it is committed to investing in communities, biodiversity, reducing waste and to finding sustainable solutions to create a better and healthier planet. L’Occitane International S.A. is a certified B Corporation.
As at the date of this press release, the executive directors of L’Occitane International S.A. are Mr. Reinold Geiger (Chairman), Mr. André Hoffmann, Mr. Laurent Marteau (Chief Executive Officer), Mr. Karl Guénard (Company Secretary) and Mr. Séan Harrington (Chief Executive Officer of ELEMIS), the non-executive Director is Mr. Thomas Levilion, and the independent non-executive Directors are Mrs. Christèle Hiss Holliger, Mr. Charles Mark Broadley, Ms. Betty Liu and Mr. Jackson Chik Sum Ng, who jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than the information relating to the Offer, and the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this press release (other than the opinions expressed by the directors of Offeror in their capacity as directors of Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
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Corlytics, a leading provider of regulatory risk intelligence solutions, has announced the appointment of three key executives: a new Chief Technology Officer (CTO), Chief Data Officer (CDO), and Chief Tech Architect. These strategic hires are set to bolster Corlytics’ capabilities and drive its mission to deliver cutting-edge regulatory risk intelligence.
The New Appointments
Corlytics’ latest appointments include highly experienced professionals who bring a wealth of knowledge and expertise to the company.
Key Appointments:
- Chief Technology Officer (CTO): The new CTO will oversee the company’s technology strategy, ensuring that Corlytics remains at the forefront of innovation in regulatory risk intelligence.
- Chief Data Officer (CDO): The CDO will be responsible for managing and leveraging data to enhance Corlytics’ solutions, providing clients with deeper insights into regulatory risks.
- Chief Tech Architect: The Chief Tech Architect will focus on the technical architecture of Corlytics’ platforms, ensuring scalability, reliability, and security.
Enhancing Regulatory Risk Intelligence
With these strategic hires, Corlytics aims to enhance its regulatory risk intelligence offerings, providing clients with more comprehensive and actionable insights.
Enhanced Capabilities:
- Advanced Analytics: Leveraging advanced analytics to provide deeper insights into regulatory risks and trends.
- Data Integration: Improving data integration capabilities to provide a holistic view of regulatory risks across various jurisdictions and sectors.
- Scalable Solutions: Developing scalable solutions that can grow with clients’ needs, ensuring they remain compliant in an evolving regulatory landscape.
The Importance of Regulatory Risk Intelligence
In today’s complex regulatory environment, effective regulatory risk intelligence is crucial for financial institutions and other regulated entities.
Key Benefits:
- Risk Mitigation: Identifying and mitigating regulatory risks before they materialize can save organizations from significant financial and reputational damage.
- Compliance Management: Enhancing compliance management processes to ensure adherence to evolving regulations.
- Strategic Decision-Making: Providing data-driven insights that support strategic decision-making and long-term planning.
Corlytics’ Strategic Vision
The new hires align with Corlytics’ strategic vision of becoming a global leader in regulatory risk intelligence, leveraging technology and data to transform how organizations manage regulatory compliance.
Strategic Goals:
- Innovation: Continuing to innovate and develop cutting-edge solutions that address the evolving needs of clients.
- Global Expansion: Expanding Corlytics’ presence in key markets around the world.
- Client Focus: Maintaining a strong focus on client needs, delivering solutions that provide tangible value and support regulatory compliance efforts.
Future Prospects
With the addition of the new executives, Corlytics is well-positioned to drive future growth and innovation in the regulatory risk intelligence space. The company plans to leverage its enhanced capabilities to expand its market reach and deliver even greater value to clients.
Growth Opportunities:
- Product Development: Developing new products and features that address emerging regulatory risks and challenges.
- Partnerships: Forming strategic partnerships with other technology providers and regulatory bodies to enhance Corlytics’ solutions.
- Market Penetration: Increasing market penetration by targeting new industries and geographic regions.
Conclusion
The appointment of a new CTO, CDO, and Chief Tech Architect marks a significant milestone for Corlytics. These strategic hires will enhance the company’s capabilities, driving innovation and delivering greater value to clients. As Corlytics continues to expand and innovate, it is well-positioned to lead the regulatory risk intelligence market and support organizations in managing their regulatory compliance challenges.
Source of the news: Fintech Futures
The post Corlytics Hires New CTO, Chief Data Officer, and Chief Tech Architect appeared first on HIPTHER Alerts.
The regulation of instant payments is becoming increasingly important as both banks and corporate treasurers seek to leverage faster, more efficient payment solutions. This article provides an overview of instant payments regulation, highlighting the key considerations and implications for banks and corporate treasurers.
What Are Instant Payments?
Instant payments refer to electronic payments that are processed in real-time or near real-time, enabling the transfer of funds between accounts within seconds. These payments can be initiated and completed at any time, providing convenience and efficiency for both individuals and businesses.
Key Characteristics:
- Speed: Funds are transferred almost instantly, reducing the time taken for payment settlement.
- Availability: Instant payments can be made 24/7, including weekends and holidays.
- Irrevocability: Once initiated, instant payments cannot be reversed, ensuring finality of the transaction.
Regulatory Landscape
The regulation of instant payments varies across different jurisdictions, with a focus on ensuring security, efficiency, and interoperability of payment systems.
Key Regulations:
- EU Regulation on Instant Payments: The EU has implemented specific regulations to promote the adoption of instant payments, ensuring that payment service providers offer these services to customers.
- PSD2: The Second Payment Services Directive (PSD2) in the EU includes provisions that support the development and regulation of instant payments.
- Local Regulations: Various countries have their own regulations and guidelines to govern instant payments, focusing on aspects such as fraud prevention, consumer protection, and technical standards.
Implications for Banks
Banks play a critical role in the provision of instant payments and must navigate the regulatory landscape to ensure compliance and provide seamless services to customers.
Key Considerations for Banks:
- Compliance: Banks must comply with relevant regulations and guidelines to offer instant payment services. This includes adhering to technical standards and implementing robust security measures.
- Infrastructure: Investing in the necessary infrastructure to support real-time payment processing and ensure system reliability and availability.
- Customer Education: Educating customers about the benefits and features of instant payments, as well as any potential risks associated with their use.
Implications for Corporate Treasurers
Corporate treasurers can benefit significantly from the adoption of instant payments, which can enhance cash flow management and improve operational efficiency.
Key Considerations for Corporate Treasurers:
- Cash Flow Management: Instant payments can improve cash flow management by reducing the time taken for payment settlement and providing real-time visibility into account balances.
- Operational Efficiency: Faster payment processing can streamline business operations, reducing administrative burdens and improving supplier relationships.
- Risk Management: Corporate treasurers must be aware of the irrevocability of instant payments and implement appropriate controls to prevent fraudulent transactions.
Benefits of Instant Payments
The adoption of instant payments offers several benefits for both banks and corporate treasurers, driving efficiency and enhancing the customer experience.
Key Benefits:
- Convenience: Instant payments provide a convenient and efficient way to transfer funds, reducing the reliance on traditional payment methods.
- Cost Savings: Faster payment processing can reduce the costs associated with payment settlement and reconciliation.
- Enhanced Customer Experience: Offering instant payment services can enhance the customer experience, providing greater flexibility and speed in financial transactions.
Challenges and Future Trends
While instant payments offer numerous benefits, there are also challenges that banks and corporate treasurers must address to fully leverage these services.
Key Challenges:
- Security Risks: Ensuring the security of instant payments is critical, particularly given the speed and irrevocability of transactions.
- Interoperability: Achieving interoperability between different payment systems and networks is essential for the widespread adoption of instant payments.
- Regulatory Compliance: Navigating the complex regulatory landscape and ensuring compliance with relevant regulations can be challenging.
Future Trends:
- Increased Adoption: The adoption of instant payments is expected to continue growing, driven by regulatory support and customer demand.
- Technological Advancements: Advances in technology, such as blockchain and artificial intelligence, are likely to further enhance the capabilities and security of instant payments.
- Global Standardization: Efforts to develop global standards for instant payments will promote interoperability and facilitate cross-border transactions.
Conclusion
The regulation of instant payments is crucial for ensuring the security, efficiency, and interoperability of payment systems. Banks and corporate treasurers must navigate the regulatory landscape and invest in the necessary infrastructure to provide seamless and secure instant payment services. As the adoption of instant payments continues to grow, it offers significant benefits for enhancing cash flow management, operational efficiency, and the overall customer experience.
Source of the news: The Paypers
The post Instant Payments Regulation: Overview for Banks and Corporate Treasurers appeared first on HIPTHER Alerts.
Regulators have issued a joint warning highlighting the risks associated with partnerships between banks and fintech companies. This warning underscores the need for careful management of these relationships to ensure regulatory compliance and mitigate potential risks.
Overview of the Joint Warning
The joint warning, issued by a coalition of financial regulators, emphasizes the importance of robust risk management practices when banks partner with fintech companies. These partnerships, while beneficial in driving innovation and enhancing customer services, also introduce new risks that must be addressed.
Key Points of the Warning:
- Regulatory Compliance: Banks must ensure that fintech partners comply with all relevant regulations and standards.
- Risk Management: Robust risk management frameworks must be in place to identify, assess, and mitigate risks associated with fintech partnerships.
- Data Security: Ensuring the security and privacy of customer data is paramount, particularly given the increasing prevalence of cyber threats.
- Operational Resilience: Banks must ensure that fintech partnerships do not compromise their operational resilience and ability to deliver critical services.
Benefits of Bank-Fintech Partnerships
Despite the risks, partnerships between banks and fintech companies offer significant benefits, driving innovation and enhancing the customer experience.
Key Benefits:
- Innovation: Fintech companies bring innovative technologies and solutions that can enhance banking services and products.
- Customer Experience: Partnerships with fintechs can improve the customer experience by offering faster, more efficient, and personalized services.
- Cost Efficiency: Fintech solutions can help banks reduce costs and improve operational efficiency through automation and digitalization.
Risks Associated with Bank-Fintech Partnerships
The joint warning highlights several risks associated with bank-fintech partnerships that must be carefully managed.
Key Risks:
- Regulatory Risk: Ensuring compliance with complex and evolving regulatory requirements is a significant challenge.
- Cybersecurity Risk: Fintech partnerships can introduce cybersecurity vulnerabilities, making it essential to implement robust security measures.
- Operational Risk: The integration of fintech solutions into banking operations can pose operational risks, particularly if not managed effectively.
- Reputational Risk: Any issues or failures in fintech partnerships can damage the bank’s reputation and customer trust.
Strategies for Managing Risks
To mitigate the risks associated with fintech partnerships, banks must adopt comprehensive risk management strategies and ensure rigorous oversight.
Key Strategies:
- Due Diligence: Conducting thorough due diligence on fintech partners to assess their regulatory compliance, security practices, and financial stability.
- Contractual Safeguards: Including robust contractual safeguards in partnership agreements to outline responsibilities, expectations, and compliance requirements.
- Continuous Monitoring: Implementing continuous monitoring and assessment of fintech partnerships to identify and address emerging risks.
- Collaboration with Regulators:: Engaging with regulators to ensure that partnerships comply with regulatory requirements and to stay informed of any changes in the regulatory landscape.
The Role of Technology
Technology plays a crucial role in managing the risks associated with bank-fintech partnerships, offering tools and solutions that enhance oversight and compliance.
Key Technologies:
- RegTech Solutions: Regulatory technology (RegTech) solutions can automate compliance processes, ensuring that fintech partnerships adhere to regulatory requirements.
- Cybersecurity Tools: Advanced cybersecurity tools and solutions can enhance the security of fintech partnerships, protecting against cyber threats.
- Risk Management Platforms: Integrated risk management platforms can provide real-time visibility into partnership risks and support proactive risk mitigation.
Conclusion
The joint warning issued by regulators highlights the need for careful management of bank-fintech partnerships to ensure regulatory compliance and mitigate potential risks. While these partnerships offer significant benefits, including innovation and enhanced customer experience, they also introduce new risks that must be addressed through robust risk management strategies. By leveraging technology and engaging with regulators, banks can effectively manage these risks and capitalize on the opportunities presented by fintech partnerships.
Source of the news: American Banker
The post Regulators Issue Joint Warning on Bank-Fintech Risks appeared first on HIPTHER Alerts.
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