AccorHotels announces the launch of a Tender Offer for 100% of Orbis shares
AccorHotels announces that today it filed with the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) a notification concerning the intention to launch a Tender Offer together with a tender offer circular for the acquisition in cash of the 21,800,593 shares of Orbis it does not already own today, representing 47.31% of the share capital (the Offer).
Orbis, which is headquartered in Warsaw, Poland, is the largest hotel operator in Central & Eastern Europe and the exclusive master franchisee of certain AccorHotels brands in the region. Its portfolio comprises 128 hotels (21,000 rooms) in 16 countries (Bosnia and Herzegovina, Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Moldova, Montenegro, Poland, Romania, Serbia, Slovakia and Slovenia) operated under the Sofitel, Pullman, MGallery, Novotel, Mercure, ibis, ibis Styles and ibis budget brands.
The Offer, at a price of 87.0 zlotys per share, is unconditional. In accordance with the Offer, the subscription period of the Offer will be opened from December 17, 2018 to January 18, 2019. The offer price represents:
- a 20% premium over the closing price of the day prior to the announcement,
- a 11% premium over the volume-weighted average price of the last 3 months,
- a 3% premium over the volume weighted average price of the last 6 months.
Assuming AccorHotels acquires 100% of the shares it does not currently own, the overall cash consideration would amount to EUR442m (PLN1.9bn).
Sebastien Bazin, Chairman and CEO of AccorHotels said: AccorHotels and Orbis have built a long-term partnership since their first business agreement 45 years ago. As its largest shareholder since 2000, AccorHotels has fully supported Orbis growth in Poland, then across Central Europe since 2014, where Orbis has become today a formidable leader. The proposed transaction will enable AccorHotels to accelerate its development in the region. In addition, it will enable AccorHotels to further implement its active asset management policy.
Through this transaction, AccorHotels intends to consolidate its leadership in Central Europe and improve optionality on Orbis asset portfolio management, including replication of the active asset management strategy implemented by AccorHotels for several years.
AccorHotels has decided to launch the Offer to initiate the delisting of Orbis shares from the Warsaw Stock Exchange. In accordance with the Offer, if upon the completion of the Offer AccorHotels holds shares in the share capital of the Company constituting at least 90% of the share capital of Orbis, AccorHotels intends to proceed with a squeeze-out of the minority shareholders of the Company.
AccorHotels is a world-leading travel & lifestyle group and digital innovator offering unique experiences in more than 4,000 hotels, resorts and residences, as well as in over 2,500 of the finest private homes around the globe. Benefiting from dual expertise as an investor and operator through its HotelServices and HotelInvest divisions, AccorHotels operates in 95 countries. Its portfolio comprises internationally acclaimed luxury brands including Raffles, Fairmont, Sofitel Legend, SO Sofitel, Sofitel, onefinestay, MGallery by Sofitel, Pullman and Swissôtel; as well as the popular midscale and boutique brands of Novotel, Mercure, Mama Shelter and Adagio; the in-demand economy brands including ibis, ibis Styles, ibis budget and the regional brands Grand Mercure, The Sebel and hotelF1. With an unmatched collection of brands and a rich history spanning close to five decades, AccorHotels, along with its global team of more than 240,000 dedicated women and men, has a purposeful and heartfelt mission: to make every guest Feel Welcome. Guests enjoy access to one of the world's most rewarding hotel loyalty programs - Le Club AccorHotels. AccorHotels is active in its local communities and committed to sustainable development and solidarity through PLANET 21, a comprehensive program that brings together employees, guests and partners to drive sustainable growth. Accor SA is publicly listed with shares trading on the Euronext Paris exchange (ISIN code: FR0000120404) and the OTC marketplace (Code: ACRFY) in the United States.