Semperit flags valuation gap in B&C takeover bid, stops short of recommendation

Vienna — Semperit AG Holding’s executive and supervisory boards have set out detailed arguments for and against accepting B&C Holding Osterreich GmbH’s voluntary takeover offer, while declining to recommend a course of action to shareholders.

B&C Holding Osterreich announced a voluntary public takeover bid for Semperit Aktiengesellschaft Holding 16 March, targeting all outstanding shares not already held by the B&C Group.

The offer is priced at €15.00 per share and will be subject to review by the Austrian ‘takeover commission.’ 

In a statement published 4 May, the executive and supervisory boards said they aimed to provide “a framework to guide [shareholders’] individual decision-making” and therefore refrained from "making a definitive recommendation regarding whether to accept or reject the offer.”

On the positive side, the boards highlighted that the €15.00 per share offer represents “a premium of 25.2% over the unaffected closing share price as of 17 March,” before the bid was announced.

They added that the price is “above historical average prices” and “allows for the sale of the shares regardless of current market liquidity.”

However, the statement also sets out several counterarguments.

The €15.00 offer “is below the carrying amount per share of €20.20” and “below current analyst estimates of up to €22.00 per share,” the boards said, adding that it “does not reflect the full medium- to long-term potential for value appreciation.”

Accepting the offer would also mean shareholders “forgo potential future earnings opportunities.”

The boards stressed that “whether the offer is advantageous… depends on the individual circumstances,” including “the purchase price, investment horizon, liquidity needs and tax considerations.”

They added that shareholders should also factor in “the future performance of the company, developments in the general capital market environment and other external factors.”

Given these variables, the executive and supervisory boards advised investors to “give due consideration to their individual tax and financial circumstances” and, where appropriate, “seek expert advice” before making a decision.