This press release does not constitute an offer to purchase any securities. The offer and the draft offer document described hereinafter remain subject to review by the French financial markets authority (Autorité des marchés financiers)
PRESS RELEASE RELATING TO THE FILING OF A DRAFT TENDER OFFER
for the shares of the Company
VERALLIA
initiated by
KAON V
presented by
| Bank of America Europe DAC (Paris branch) | Crédit Agricole Corporate and Investment Bank | |
| Presenting Bank | Presenting Bank and Guarantor |
| PRICE OF THE OFFER: €30 per Verallia share (including dividend)[1] DURATION OF THE OFFER: 25 trading days The timetable of the tender offer referred to herein (the “Offer”) will be set out by the French stock market authority (Autorité des marchés financiers) (the “AMF”) in accordance with the provisions of its general regulation (the “AMF General Regulation”). |
This press release (the “Press Release”) has been established and released by Kaon V pursuant to article 231-16 of the AMF General Regulation. The Offer and the draft offer document (the “Draft Offer Document”) remain subject to review by the AMF. |
| IMPORTANT NOTICE The Offer is not and will not be offered in any jurisdiction where it would not be permitted under applicable law. Acceptance of the Offer by persons residing in countries other than France and the United States of America may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer are solely responsible for compliance with such laws, and it is therefore their responsibility, before accepting the Offer, to determine whether such laws exist and are applicable, relying on the advice they obtain from their own advisers. In the United States of America, to the extent applicable, the Offer will be made in compliance with the U.S. tender offer rules, including Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the laws and regulations promulgated thereunder, including Regulation 14E after application of the exemptions provided by Rule 14d-1(d) of the Exchange Act (the “Tier II” exemption for securities of foreign private issuers). For further information, see Section 2.15 (Offer restrictions abroad) below. The Draft Offer Document should be read in conjunction with all other documents published in connection with the Offer. In accordance with article 231-28 of the AMF General Regulation, a description of the legal, financial and accounting characteristics of Kaon V will be made available to the public no later than the day before the opening of the Offer. A press release will be issued to inform the public of the manner in which the information will be made available. |
The Draft Offer Document is available on the websites of the AMF (www.amf-france.org) and Verallia (www.verallia.com) and may be obtained free of charge from:
| Kaon V 70 Sir John Rogerson's Quay Dublin 2, Ireland | Bank of America Europe DAC (Paris branch) 51, rue La Boétie 75008 Paris France | Crédit Agricole Corporate and Investment Bank 12, place des Etats-Unis CS 70052, 92547 Montrouge Cedex, France France |
- DESCRIPTION OF THE OFFER
Pursuant to Title III of Book II, and more specifically Articles 231-13 and 232-1 et seq. of the AMF General Regulation, Kaon V, a sub-fund of the Irish-registered fund Kaon Investment Fund ICAV (“Kaon ICAV”), a fund managed by BW Gestão de Investimentos Ltda., a limited liability company (sociedade limitada) incorporated under the laws of Brazil, with its registered address at Av. Brigadeiro Faria Lima 4440, 15th floor, Itaim Bibi, São Paulo, State of São Paulo, 04538-132 (Brazil) registered with the Brazilian National Register of Corporate Taxpayers under number 03.214.650/0001-28 (“BWGI”)[2] 99.965% owned[3] by Brasil Warrant Administração de Bens e Empresas S.A. a joint-stock company (sociedade anônima fechada) incorporated under the laws of Brazil, with its registered address at Rodovia Washington Luiz SN Fazenda Tamandua - Km 307, Matão, 15994-500 (Brazil) and registered with the Brazilian National Register of Corporate Taxpayers under number 33.744.277/0001-88 (“BWSA”), itself controlled by the Moreira Salles family (hereinafter “Kaon V” or the “Offeror”), irrevocably offers the shareholders of Verallia, a public limited company (société anonyme) with a board of directors, having its registered office at Tour Carpe Diem, 31 Place des Corolles, 92400 Courbevoie, registered with the Nanterre Trade and Companies Registry (Registre du Commerce et des Sociétés) under number 812 163 913 (the “Company” or “Verallia” and together with its direct or indirect subsidiaries, the “Group”), and whose shares are listed on Compartment A of the regulated market of Euronext Paris under ISIN code FR0013447729 , ticker symbol “VRLA” (the “Shares”), to acquire in cash all of their Shares (subject to the exceptions below) at a price of thirty (30) euros per Share (including dividend) (the “Offer Price”) through a tender offer, the terms of which are described below (the “Offer”).
The Offer Price is before the deduction of the ordinary dividend of 1.70 euro per Share in respect of the 2024 financial year, the distribution of which is subject to approval by the general meeting of Verallia shareholders to be held on April 25, 2025 (the “2024 Dividend”). After deduction of the 2024 Dividend, the Offer Price will be 28.30 euros per Share.
As of the date of the Draft Offer Document, the Offeror directly held 34,837,565 Shares and 40,109,169 voting rights and, by way of assimilation, 2,000 Shares and 4,000 voting rights held by BWSA and BWGI[4] who are both acting in concert with the Offeror, representing in aggregate 34,839,565 Shares and 40,113,169 voting rights representing respectively 28.84[5] % of the share capital and 27.95[6] % of the theoretical voting rights of the Company.
The Offer targets all outstanding or to be issued Shares which are not held by the Offeror, with the exception of the following Shares:
- the Shares held in treasury by the Company, i.e., to the best of the Offeror's knowledge and as at the date of the Draft Offer Document, 2,968,796 Shares, which the Company's Board of directors has decided not to tender to the Offer;
- the Managers Unavailable Free Shares (as defined below), i.e., to the best of the Offeror's knowledge and as of the date hereof, a maximum of 102,407 free Shares issued but legally unavailable; and
- the PEGI Unavailable Shares (as defined below) as of the Offer closing date, i.e., to the best of the Offeror's knowledge, a maximum of 592,012 Shares,
(together, the “Excluded Shares”),
i.e., to the best of the Offeror's knowledge at the date of the Draft Offer Document, a maximum total number of Shares subject to the Offer equal to 82,302,323 Shares[7].
Insofar as necessary, it is specified that the Offer will not target the free Shares whose vesting period will expire after the estimated closing date of the Offer (and, if applicable, of the Reopened Offer, as this term is defined in Section 2.11 of the Draft Offer Document), which concerns:
- the 248,150 free Shares granted under the 2023-2025 free share plan (the “2023-2025 Plan”) whose vesting period will not have expired before the estimated closing date of the Offer (the “2023-2025 Free Shares”);
- the 277,650 free Shares granted under the 2024-2026 free share plan (the “2024-2026 Plan”) whose vesting period will not have expired before the estimated closing date of the Offer (the “2024-2026 Free Shares”); and
- the 379,795 free Shares granted under the 2025-2027 free share plan (the “2025-2027 Plan”) whose vesting period will not have expired before the estimated closing date of the Offer (the “2025-2027 Free Shares” and, together with the 2023-2025 Free Shares and the 2024-2026 Free Shares, the “Vesting Period Free Shares”).
With the exception of the Vesting Period Free Shares, as of the date of the Draft Offer Document and to the Offeror's knowledge, there are no other equity securities or other instruments or rights that may give immediate or deferred access to the Company's share capital or voting rights.
The Offer is voluntary and will be carried out in accordance with the normal procedure, in accordance with the provisions of articles 232-1 et seq. of the AMF General Regulation. The Offer will be open for a period of at least twenty-five (25) trading days, without prejudice to the application of article 231-11 of the AMF General Regulation as described in Section 2.5.2 (Regulatory approvals and merger control clearances) of the Draft Offer Document.
The Offer is subject to the minimum threshold referred to in Article 231-9, I of the AMF General Regulation (as described in Section 2.5.1 of the Draft Offer Document), as well as, in accordance with Article 231-11 of the AMF General Regulation, subject to clearance of the transaction under merger control by the European Commission (detailed in Section 2.5.2 of the Draft Offer Document).
The opening of the Offer is also subject to obtaining the regulatory approvals described in Section 2.5.2.1 (Regulatory approvals) of the Draft Offer Document.
In accordance with the provisions of article 231-13 of the AMF General Regulation, the Offer is presented by Bank of America Europe DAC (Paris Branch) and Crédit Agricole Corporate and Investment Bank (the “Presenting Banks”) it being specified that only Crédit Agricole Corporate and Investment Bank guarantees the content and irrevocable nature of the commitments made by the Offeror in connection with the Offer.
1.1 Background
1.1.1 Background and reasons for the Offer
Verallia is, in terms of revenue, the European leader and world's third-largest producer of glass packaging for beverages and food products[8]; it is also, by volumes sold, the second-largest producer in Latin America[9]. With 35 glassmaking plants, 5 decoration plants and 19 cullet (glassware) processing centers in 12 countries, Verallia produces 16 billion glass bottles and jars every year to supply 10,000 clients, from local family producers to major international brands.
The Offeror is a sub-fund of the Kaon ICAV, an Irish fund managed by BWGI, itself controlled by BWSA. BWSA has been operating for seven decades as the holding company of the Moreira Salles family, and has established successful partnerships worldwide with leading companies in a variety of sectors, including financial services, natural resources, agriculture, consumer products, business services, distribution and industry. BWGI is an asset management company registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários), established in 2008 with discretionary powers to manage the investment portfolio of BWSA's controlling shareholders through certain investment vehicles, including Kaon V, Verallia's direct shareholder. BWGI, through its affiliates, has been a shareholder in Verallia since its IPO in 2019. BWGI, via another sub-fund of the Kaon ICAV fund is also the largest shareholder in the listed French company Elis S.A.
On February 3, 2025, BWGI confirmed that it was studying the possibility of initiating a voluntary tender offer for the Verallia shares not held by BWGI (through Kaon V), with no intention of proceeding with a squeeze-out. The Company's Board of Directors met on February 4, 2025 to set up an ad hoc committee, composed exclusively of independent directors, to (i) propose to the Company's Board of Directors the appointment of an independent expert, (ii) monitor the work of the independent expert and (iii) make a recommendation to the Company's Board of Directors in the context of the preparation by the Company's Board of Director of its reasoned opinion (avis motivé) on the interest of the Offer and the consequences of such Offer for the Company, its shareholders and its employees.
On February 19, 2025, on the recommendation of the ad hoc committee, the Company's Board of Directors appointed the firm Ledouble, represented by Mrs. Agnès Piniot and Mr. Olivier Cretté, as independent expert, with the task of preparing a report on the financial terms of the Offer in accordance with the provisions of article 261-1 of the AMF General Regulation.
After submitting a letter to Verallia's board of directors confirming its intention to file the Offer, BWGI confirmed on March 10, 2025, by way of a press release, its forthcoming filing.
The information-consultation process with the Group's European works council was initiated on March 12, 2025, and the said European works council issued an unfavorable opinion on the Offer on April 9, 2025.
1.1.2 Breakdown of the Company's capital and voting rights at the date of the Draft Offer Document
Verallia's share capital
To the Offeror's knowledge, and as reflected in Article 7 of the Company's bylaws, the Company's share capital amounts to €408,321,248.14, divided into 120,805,103 ordinary shares, all of the same class and with a par value of €3.38.
Composition of Verallia's shareholding structure as at 31 March 2025:
To the Offeror's knowledge, the Company's share capital and voting rights at 31 March 2025 were as follows[10]
| Shareholders | Number of shares | Percentage of share capital | Number of theoretical voting rights | Percentage of theoretical voting rights |
| Kaon V[11] | 34,839,565 | 28.84 % | 40,113,169 | 27.95% |
| Invesco Ltd | 12,881,699 | 10.66 % | 12,881,699 | 8.98% |
| Bpifrance Participations | 9,189,887 | 7,61 % | 18,379,774 | 12.81% |
| Employees (Verallia FCPE and direct shareholding) | 5,214,294 | 4.32 % | 10,000,336 | 6.97% |
| Treasury shares | 2,968,796 | 2.46 % | 2,968,796 | 2.07% |
| Free float | 55,710,862 | 46.12% | 59,182,395 | 41.23% |
| Total | 120,805,103 | 100% | 143,526,169 | 100% |
As of the date of the Draft Offer Document, the Offeror holds 34,839,565 Shares and 40,113,169 voting rights representing respectively 28.84% of the share capital and 27.95 %[12] of the theoretical voting rights of Verallia.
1.1.3 Acquisition of Shares by the Offeror during the last 12 months
The Offeror did not purchase any Shares during the twelve (12) months preceding the filing of the Draft Offer Document.
1.1.4 Interest of the Offer for the Offeror, the Company and its shareholders
The Offeror is offering shareholders who tender their Shares to the Offer the opportunity to obtain immediate liquidity at a price per Share representing a premium of 11.9% over the closing price of the Shares on January 30, 2025 (the last trading day prior to market rumors of a potential tender offer) and of:
- 23.2% relative to the volume-weighted average price for a month as at 30 January 2025;
- 24.2% relative to the volume-weighted average price for two months as at 30 January 2025; and
- 19.9% relative to the volume-weighted average price for three months as at 30 January 2025.
The factors used to assess the Offer Price are presented in Section 3 of the Draft Offer Document (Assessment of the Offer Price).
As indicated in Section 1.2.6 of the Draft Offer Document, the Offeror does not intend to request the implementation of a squeeze-out (i) at the closing of the Offer nor (ii) on the conditions detailed in Section 1.3, for a three year-period following closing of the Offer. Verallia will therefore, following the Offer, remain listed on Euronext Paris, and minority shareholders who do not wish to tender their Shares to the Offer will be free to retain them following the closing of the Offer.
1.2 Intentions of the Offeror for the next twelve months
In accordance with Article 231-18 of the AMF General Regulation, the Offeror presents below its intentions for the next twelve (12) months, it being specified that the Offeror has made additional commitments to the Company in the Engagement Letter, the content of which is detailed in Section 1.3 of the Draft Offer Document.???????
1.2.1 Industrial, commercial and financial strategy
Since its initial investment in Verallia as part of its IPO in 2019, BWGI has fully supported the Company's strategy, including its current implementation. With this Offer, BWGI wishes to reaffirm its support for the Group's strategy.
The Offeror shares the industrial and commercial vision of the Company's management team, which has placed innovation at the heart of its industrial project, particularly in view of the energy transition.
The Offeror intends to maintain the integrity of the Group and its operating model and, with the support of the key people within the Company, pursue the main strategic directions implemented by the Company, including the Performance Action Plan and other productivity-enhancing measures that have made Verallia successful in recent years.
The Offeror intends to maintain the Company's credit rating (investment grade) and not to change its current financial and debt policy while acknowledging that macroeconomic conditions may nonetheless affect the Company's credit rating.
1.2.2 Intentions regarding employment
The Offeror intends to maintain and retain the Company's workforce in order to maintain the current strategy. The Offeror does not envisage any cost or employment synergies.
The Offer is part of the continuity of the Company's business and its success would have no particular impact on employees and the Company's human resources management policy, nor on employees' working conditions or their collective or individual status.
The Offeror intends to maintain long-term incentive plans for employees of Group companies in the form of free shares allocation plans and employee savings plans (PEG, PEGI and employee shareholding plans, implemented in particular through the Verallia FCPE), in line with the Company's previous practices.???????
1.2.3 Intentions regarding a possible merger or legal reorganization
The Offeror does not intend to merge with the Company or otherwise to carry out any other legal reorganization between the Company, the Offeror and any other BW group company.
The Offeror intends to maintain the Company's registered office and effective management center in France.
1.2.4 Composition of the Company's corporate bodies and management
The Offeror's objective through the Offer is to take control of the Company. Therefore, subject to the success of the Offer, the Offeror intends to modify the composition of the Board of Directors of the Company, subject to the approval of the Company's shareholders' general meeting, so that at least the majority of the members of the Board of Directors of the Company will be appointed upon proposal of the Offeror to reflect the new shareholding structure, while intending to maintain the current directors' positions (or the directors positions to be renewed at the 2025 annual shareholders' general meeting) until their expiration date and to retain Mr. Michel Giannuzzi as chairman of the Company's Board of Directors.
The composition of the Company's Board of Directors will continue to comply with the governance rules of the AFEP-MEDEF governance code, to which the Company adheres. In particular, at closing of the Offer, in accordance with the recommendations of the AFEP-MEDEF governance code, the Company's Board of Directors will continue to comprise at least one-third of independent directors, with a minimum of three (3) independent directors.
The Offeror does not intend to change the composition of the Company's management team.
1.2.5 Synergies - Economic gains
The Offeror, by its nature, does not anticipate the realization of cost or revenue synergies with the Company following completion of the Offer.
1.2.6 Intentions regarding the squeeze-out
The Offeror does not intend to request a squeeze-out (i) at the end of the Offer (even if the legal and regulatory conditions for the implementation of such a squeeze-out were met) nor (ii) on the conditions detailed in Section 1.3 of the Draft Offer Document, for a three year-period following closing of the Offer. Following closing of the Offer, Verallia will remain listed on Euronext Paris.
1.2.7 Company's dividend distribution policy
The Offeror does not intend to change the Company's dividend distribution policy, which will remain consistent with Verallia's profitability, cash generation, credit rating (investment grade) and investment needs following the Offer.
1.3 Engagement Letter
In the context of the Offer, the Offeror has sent a letter to the Company's Board of Directors on 23, April 2025, which specifies and completes the Offeror's intentions following completion of the Offer, and under which the Offeror makes certain commitments to the Company, subject to the success of the Offer, (the “Engagement Letter”).
Under the terms of the Engagement Letter, the Offeror has made the following commitments to the Company for a period of three years from the completion of the Offer (subject to any mention, in paragraph (i)(c) below, relating to a commitment for one year), which completes the intentions set out in Section 1.2 of the Draft Offer Document:
3. SUMMARY OF THE ASSESSMENT OF THE OFFER PRICE
The below table summarizes the valuation outcomes based on the retained valuation methodologies, as well as the premium and discounts implied by the Offer Price of €30 per share (before detachment of the 2024 Dividend):
| Methodologies | Value per share (€) | Offer Price premium / (discount) vs. Value per share |
| Retained Methodologies | ||
| Historical Share Price Analysis as of 30 January 2025 (Unaffected Date) | ||
| Closing price as of 30 January 2025 | 26.82 | +11.9% |
| 1-month VWAP as of 30 January 2025 | 24.34 | +23.2% |
| 2-month VWAP as of 30 January 2025 | 24.15 | +24.2% |
| 3-month VWAP as of 30 January 2025 | 25.02 | +19.9% |
| 6-month VWAP as of 30 January 2025 | 25.73 | +16.6% |
| 12-month VWAP as of 30 January 2025 | 29.60 | +1.4% |
| Min intraday share price over the Last 12 Months (from 30-Jan-2024 to 30-Jan-2025) | 22.26 | +34.8% |
| Max intraday share price over the Last 12 Months (from 30-Jan-2024 to 30-Jan-2025) | 39.00 | (23.1%) |
| Analysts' Target Prices | ||
| Average of target prices as of April 14, 2025 | 33.81 | (11.3%) |
| Lowest target price as of April 15 2025 | 27.50 | +9.1% |
| Highest target price as of April 15 2025 | 41.00 | (26.8%) |
| Actualisation des flux de trésoriere | ||
| WACC of 8.42% & PGR of 2.25% (High Range) | 31.91 | (6.0%) |
| WACC of 8.67% & PGR of 2.00% (Central) | 28.36 | +5.8% |
| WACC of 8.92% & PGR of 1.75% (Low Range) | 25.30 | +18.6% |
| Multiples boursiers des sociétés cotées comparables | ||
| Average EV/EBITA (pre-IFRS 16) 2025E | 17.67 | +69.8% |
| Average EV/EBITA (pre-IFRS 16) 2026E | 22.45 | +33.6% |
| Average EV/EBITDA (pre-IFRS 16) 2025E | 16.16 | +85.7% |
| Average EV/EBITDA (pre-IFRS 16) 2026E | 19.02 | +57.7% |
| Transactions Comparables | ||
| Avg. LTM EV/EBITDA multiple applied on Company 2024A Adj. EBITDA (pre-IFRS 16) | 27.19 | +10.3% |
Disclaimer
This Press Release has been prepared for informational purposes only. It does not constitute an offer to the public. The distribution of this Press Release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries.
The Offer is not directed at those subject to such restrictions, either directly or indirectly, and is not likely to be accepted in any country where the Offer would be subject to such restrictions. The Press Release is not intended for distribution in such countries. Accordingly, those in possession of the Press Release are required to inform themselves of any applicable local restrictions and to comply with them.
Kaon V disclaims any liability for any violation of these restrictions by anyone.
[1] The price of the offer is before the deduction of the ordinary dividend of 1.70 euro per Verallia share in respect of the 2024 financial year, the distribution of which is subject to approval by the general meeting of Verallia shareholders to be held on April 25, 2025. After deduction, the price of the Offer will be 28.30 euros per Verallia share.
[2] BWGI is registered as an asset management company with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários).
[3] BWGI's residual shareholders are managers benefiting from incentive programs.
[4] BWGI and BWSA directly held 1,000 Shares and 2,000 voting rights each.
[5] Based on a number of Verallia shares equal to 120,805,103 as at 31, March 2025.
[6] Based on a number of Verallia voting rights equal to 143,526,169 as at 31, March 2025.
[7] Corresponding to a total of 120,805,103 Shares issued at 31 March 2025, minus:
- 34,839,565 Shares held by the Offeror (including through assimilation);
- 2,968,796 treasury Shares;
- 102,407 Managers Unavailable Free Shares; and
- 592,012 PEGI Unavailable Shares.
[8] On the basis of the revenue realized in 2023 by market players in Europe (as defined by such market players), as extracted from publicly available data (including annual reports and press releases) and on the basis of Verallia's estimates.
[9] On the basis of volumes sold in 2023 in Argentina, Brazil and Chile.
[10] Based on a share capital of 120,805,103 shares representing 143,526,169 theoretical voting rights as at 31 March 2025, in accordance with the provisions of article 223-11 of the AMF General Regulation.
[11] Including the 1,000 Shares and 2,000 voting rights directly held by each of BWGI and BWSA.
[12] It is specified that these numbers include the 1,000 Shares and the 2,000 voting rights directly held by each of BWGI and BWSA.
[13] Based on volumes reflected by Bloomberg “European Composite” data.
[14] Including the 1,000 Shares directly held by each of BWGI and BWSA.
[15] Authorization granted by the sole shareholder of the Company (then a société par actions simplifiée) on July 24, 2019.
[16] Authorization granted by the sole shareholder of the Company (then a société par actions simplifiée) on July 24, 2019.
[17] As amended by the Company's Board of Directors on April 27, 2022.
[18] The total of 102,407 Managers Unavailable Free Shares includes (i) the 72,387 Shares subject to a lock-up from the Company's corporate officers (representing 30% of their free shares definitively vested under the aforementioned plans) and (ii) the 30,020 Shares subject to a lock-up from members of the Group's executive committee (representing 20% of their free shares definitively vested under the aforementioned plans).