According to the agreement, Xandora Holdings Limited (Xandora), a designated SPV wholly owned by Penta, shall be the only entity to acquire shares in the public tender offer at 9.85 zloty per share.
The tender offer subscription period will last from 2nd April until 8th May 2012.
Conditions necessary for the public tender to be successfully completed are: purchasing by Xandora such number of shares that make Penta and Eastbridge (including their subsidiaries) having jointly at least 80% of EM&F shares, issuance of applicable competition clearances, as well as adoption by the EM&F General Meeting of the resolution on appointment to the Supervisory Board a person designated by Penta.
Depending on the number of shares acquired in the public tender offer, Penta will have an option to acquire additional EM&F shares from Eastbridge (approximately up to 13% of the overall number of shares in the company) at the tender offer price.
The price proposed in the public tender offer presents a 11.2% and 10.7% premium to 3 and 6 months average share price respectively.
Subject to the successful outcome of the public tender offer, Penta agreed to refinance Eastbridge's long-term debt secured on EM&F shares (necessary in case of the company delisting) and Eastbridge will pledge part of its EM&F shares as a collateral for Penta financing.
"EM&F will go through an expensive restructuring process of the fashion division, face growing competition, while requiring additional investments for further development and buy-out of its minority partners in operating subsidiaries. Additionally, EM&F considers several international acquisitions. We have considered a number of alternatives including the sale of selected assets and various potential financial partners. We concluded that Penta proposed the highest price, while being able, together with Eastbridge, to provide EM&F with a flexible financing package if needed." - said Maciej Dyjas, President of the Management Board of Eastbridge.
"We think that investment in EM&F represents a challenging opportunity in a retail sector that Penta knows pretty well. We were looking for a high profile transaction in Poland for some time. EM&F meets number of our investment criteria and in this case we are flexible as for our investment horizon. Last but not least we are doing this investment together with Eastbridge, being the founder of EM&F, which along with our financial capacity makes a perspective ground for a successful story." - said Jozef Janov, Investment Director of Penta.
NFI Empik Media & Fashion SA (EM&F Group), listed on the Warsaw Stock Exchange, is a leading distributor of media and entertainment products, clothing, shoes, toys and accessories for children, cosmetics as well as language courses. The Group consists of operating and commercial companies and NFI Empik Media & Fashion S.A. as the holding company. EM&F business model is based on four segments: the Empik Group, the Smyk Group, Language Schools and Fashion and Beauty. The Group develops its business model based on own brands and trading concepts, as well as franchised and licensed brands. The EM&F Group companies have been successfully building their strong market position for years, have an extensive retail network and a large, stable customer base. EM&F operates in Poland, Russia, Ukraine, the Czech Republic, Slovakia, Germany, Romania and Turkey.