BOURBON (EPA:GBB) BOURBON - Press Release : Filing of a draft reply document to a takeover bid initiated by JACCAR Holdings on BOURBON shares

Transparency directive : regulatory news

02/05/2014 15:32

PRESS RELEASE ON THE FILING OF A DRAFT REPLY DOCUMENT TO A TAKEOVER BID
INITIATED BY JACCAR HOLDINGS ON BOURBON SHARES

                                                             Paris, May 2, 2014

This press release has been prepared by Bourbon and is issued under the
provisions of Article 231-26 of the General Regulations of the French financial
markets authority (Autorité des marchés financiers - "AMF").

The proposed takeover bid, the draft offer document issued by Jaccar Holdings
and the draft reply document issued by Bourbon remain subject to review by the
AMF.

Only the French version is binding: The translation is provided for information
only and the French version alone is binding.

A draft reply document was filed with the AMF on May 2, 2014, in accordance with
Article 231-19 of the General Regulations of the AMF.

The draft reply document is available on the websites of the AMF
(www.amf-france.org) and Bourbon (www.bourbon-online.com), and can be obtained
free of charge from Bourbon (33 rue du Louvre - 75002 Paris).

Information relating to the characteristics of Bourbon, notably the Company's
legal, financial and accounting aspects, will be made available to the public no
later than the day preceding the opening of the takeover bid, in accordance with
Article 231-28 of the General Regulations of the AMF. A press release will be
published in accordance with Article 221-3 of the General Regulations of the AMF
to inform the public of the means of providing such information.

1. PRESENTATION OF THE OFFER

Under Title III of Book II, and more specifically Article 232-1 et seq. of the
General Regulations of the AMF, Jaccar Holdings, a company under Luxembourg law
with capital of 173,454,170 euros, the registered office of which is located at
30, Boulevard Duchesse Charlotte, L-1330 Luxembourg, registered with the
Luxembourg Trade and Companies Register under number B 103 405 ("Jaccar" or the
"Offeror"), irrevocably offer the shareholders of Bourbon, a limited company
with capital of 47,360,582 euros divided into 74,559,688 shares, the registered
office of which is located at 33, rue du Louvre, 75002 Paris, registered with
the Paris Trade and Companies Register under number 310 879 499 ("Bourbon" or
the "Company"), to purchase under the conditions described below all the shares
of the Company at a price of 24 euros (with dividend rights attached) payable
only in cash (the "Offer").

Bourbon shares are traded on Segment A of the regulated market of NYSE Euronext
Paris ("Euronext Paris") under ISIN codes FR0004548873 (ticker GBB) and
FR0010275636 (ticker GBBNV).

1.1 Presentation of the Offeror

The Offeror is a company controlled by Cana Tera (simplified joint stock
company), with a share capital of 5,558,880 euros, whose head office is located
994 Chemin du Canadeau, 83330 Le Plan du Castellet, registered with the
Companies and Business Register) under number 451 028 138 RCS Toulon ("Cana
Tera"), itself controlled by Mr. Jacques d'Armand de Chateauvieux and his
family.

To the Company's knowledge:

* the Offeror holds, as of the date of this draft reply document, 19,411,736
  Bourbon  shares representing 26.03% of the share capital of the Company and
  27.12% of the voting rights exercisable at shareholders' meetings;

* Jacques d'Armand de Chateauvieux holds, directly and through Cana Tera,
  138,627 Bourbon shares representing 0.18% of the share capital and 0.19% of
  the voting rights exercisable at shareholders' meetings;

The Offeror, presumed to be acting in concert with Jacques d'Armand de
Chateauvieux and Cana Tera, within the context of Article L. 233-10 of the
French Commercial Code, accordingly holds, together with the latter, as of the
date the draft reply document, 19,550,363 Bourbon shares representing 26.22% of
the share capital and 27.31% of the voting rights exercisable at shareholders'
meetings;

1.2 Motivations for the Offer

The Offeror has submitted the following motivations.

Jaccar Holdings has supported the strategy followed by Bourbon for over 30
years.

This strategy is characterized  by desired  growth in  Bourbon's businesses by
means of portfolio diversification, which has successively resulted in:

* a focus on the restructuring of the sugar production business on Reunion
  Island;

* the development of a conglomerate spanning three businesses: food-processing,
  retailing and marine services; in 1998, after years of restructuring and
  diversification of the Company's business portfolio into food-processing and
  then into retailing and marine services, Bourbon shares were listed on the
  "Second Marché" in Paris;

* a focus on a single business with a view to becoming the global leader: marine
  services for offshore oil and gas. Bourbon was subsequently classified by
  Euronext Paris in the "Oil Services" sector in  2004. Operating in more
  than 45 countries, notably through its 27 operating subsidiaries, Bourbon
  offers a comprehensive range of marine services for offshore oil and gas.
  Bourbon offers the oil and gas industry a wide range of support services in
  exploration, development and production, for oil and gas fields and wind
  farms in the Deepwater offshore  and Shallow water offshore segments, through
  its Marine Services and Subsea Services activities.

Jaccar Holdings is the private investment company of Jacques d'Armand de
Chateauvieux, operating mainly in the marine sector, and particularly active in
the oil and gas industry. It combines the personal holdings of the family of
Jacques d'Armand  de Chateauvieux, Bourbon's long-standing major shareholder.

Bourbon is now the main asset of Jaccar Holdings, representing 45% of its
portfolio.

Jaccar Holdings has supported  Bourbon's strategy over the last 30 years, and
has reached the conclusion that Bourbon's situation is today characterized by a
maturing business model resulting in reduced growth, free cash flow generation
and the reaching of certain limits in terms of market share accessible and/or
acceptable for clients.

It is against this backdrop that Jaccar Holdings has decided to launch a public
offer for the shares of Bourbon, with the following objectives:

* to ensure, while maintaining it as a publicly traded company, the continuity
  of a bold, open and innovative strategy - the only way to maintain growth and
  value creation in addition to that already achieved by Bourbon to date;

* to manage closely the nature of Bourbon's partnerships and the choice of its
  partners in the continuity of factors that have fuelled Bourbon's rapid growth
  and, more generally, its international success;

* to ensure that the values that have underpinned the success of the Company
  will continue to be nurtured, notably through the appropriate control the
  selection of key people;

* to be able to appoint to the Board of Directors, whether or not they represent
  the family, directors sharing the same goals and the same values, in
  sufficient numbers.

The offeror has the conviction that it is through a management structure based
on a number of values and attitudes - professionalism, enthusiasm,
responsibility and solidarity - and through the example set by managers, chief
among them the Chairman of Bourbon, that the success acknowledged by clients,
staff and shareholders has been obtained.

As such, the launch of the purchase offer has appeared at this time in the life
of the Company to be the appropriate means of achieving these objectives, in
line with the strengths that have built its success for the benefit of all
stakeholders: clients, staff, shareholders and the communities in which Bourbon
operates worldwide.

1.3 Undertakings not to tender to the Offer

Certain shareholders of the Company have indicated their intention not to tender
their shares to the Offer, and have further undertaken not to sell them during
the Offer period. The Offeror has stated that these undertakings not to tender
have been made by the relevant shareholders without any consideration in
exchange.

The undertakings not to tender cover a total of 18,660,886 shares, representing
25.03% of the share capital and voting rights of the Company.

The undertakings not to tender were made by (i) shareholders from branches of
Bourbon's founding family, (including in particular Mr. Henri d'Armand de
Chateauvieux and the companies Mach invest and Mach Invest International that he
controls) representing 18.33% of the share capital, (ii) certain officers and
former officers of the Company, representing 1.35% of the share capital, and
(iii) Monnoyeur SAS, a company controlled by Baudouin Monnoyeur, representing
5.35% of the share capital.

The shares covered by these undertakings not to tender have been blocked (by
being placed in escrow) in the account of the depositary/custodian with which
they are registered.

The undertakings not to tender will automatically lapse in the event that:

* the AMF fails to issue before 23:59 hours Paris time on May 12, 2014 a notice
  of filing of the Offer for Bourbon securities by Jaccar Holdings, acting alone
  or in concert; or

* the Offer for Bourbon securities filed by Jaccar Holdings, acting alone or in
  concert, is made at a higher price than that cited in the statement released
  by Jaccar Holdings on March 16, 2014, namely a price of 24 euros per share
  (with dividend rights attached); or

* a competing offer from a third party is declared compliant by the AMF and the
  signed commitment is addressed to the depositary/custodian with an original
  or a copy of an instruction to tender its shares to said competing offer.

1.4 Securities targeted by the Offer

The proposed Offer targets

* all existing Bourbon shares not held, directly or indirectly, by the Offeror,
  Mr. Jacques d'Armand de Chateauvieux or Cana Tera that is not covered by an
  undertaking not to tender to the Offer as of the date of this reply document,
  , or, to the Company's knowledge, a maximum number of 33,383,337 shares of
  Bourbon, representing 44.77% of the share capital and:

* all new shares liable to be issued prior to the closing of the Offer or the
  Reopened Offer upon exercise of options to subscribe for shares granted by
  Bourbon, provided that they are exercised prior to the closing of the Offer
  or the Reopened Offer as appropriate (the "Exercisable Options"), i.e., as of
  the date of this draft reply document, a maximum of 1,991,975 Bourbon shares,

i.e., according to the Offeror, on the date of the draft reply document, a total
maximum number of Bourbon shares covered by the Offer equal to 35,375,312.

2. REPORT OF THE INDEPENDENT APPRAISER - FAIRNESS OPINION

At its meeting of March 21, 2014, pursuant to the provisions of the article
261-1, I of the General Regulations of the AMF, the Board of Directors of the
Company appointed KPMG Corporate Finance, represented by Jean-Florent Rérolle,
as an independent appraiser.

The findings of the independent appraiser in respect of the Offer are as
follows:

  "Our analysis of the undertakings not to tender to the Offer and the
   representations of the Offeror has led us to conclude that no consideration
   or specific information useful in understanding the intentions of the
   Offeror has been offered to shareholders signing such undertakings.

   As regards the financial conditions of the Offer, it must be emphasized that
   the price of 24 euros (with dividend rights attached) offered by the Offeror
   is at the lower end of our intrinsic valuation range determined on the basis
   of a DCF model, which was our preferred valuation method insofar as it
   allowed us to take into account the complexity of the Company's growth model.

   Minority shareholders of Bourbon, which are free to tender their shares to
   the Offer, must forge their conviction on the future of the Company based
   notably on the arguments put forward in this Report and summarized below:

   * the price of 24 euros offered (with dividend rights attached) is close to
     the intrinsic value based on a conservative scenario in which the Company
     is unable to benefit from the growth of the sector and suffers from highly
     cyclical swings affecting (i) its margins and (ii) its ability to generate
     capital gains in the long term through active management of its fleet.
     However, the Offer provides an opportunity for immediate liquidity at a
     price (i) above the market price per share of the last 24 months and (ii)
     implies premiums of 24% to the share price before the announcement of the
     Offer and 19% to the average share price over the last 100 trading days;

   * a more optimistic view would be to consider that the Company's competitive
     position, its maturity and its growth prospects offer the possibility of an
     increase in the return on the share (by increasing current and/or future
     dividends), despite the prospect of a reduced free float if the Offer is
     successful.

   We also draw the attention of minority shareholders to the following two
   points:

   * Our analysis of the intrinsic value of the Bourbon share does not include
     any new growth initiatives that the Company may announce, at the earliest
     in the fourth quarter of 2014; and

   * The price does not include potential gains stemming from the interest this
     Offer  may represent for Jaccar in the event that it would be listed on the
     stock exchange in the future.

Accordingly, pursuant to our work and under the terms and limits of our
engagement letter dated March 31, 2014 and to the representations of (i) the
Offeror and (ii) the Company's Executive Management, and since the price of 24
euros per share proposed by the Offeror is within the valuation range determined
by our appraisal, we consider that the Offer is fair to shareholders of the
Company wishing to take this opportunity for immediate liquidity."

3. REASONED OPINION OF THE BOARD OF DIRECTORS OF THE COMPANY

The Board of Directors of the Company met on April 28 and 30, 2014 notably to
issue the reasoned opinion referred to in Article 231-29, paragraph 4 of the
General Regulation of the AMF. A reasoned opinion has been issued by the Board
of Directors of the Company, with the attendance of the following members:

* Mr. Guy Dupont, independent director
* Mr. Christian Lefèvre, director and Chief Executive Officer of the Company
* Mr. Baudouin Monnoyeur, director
* Mr. Christian Munier, director
* Ms. Agnès Pannier-Runacher, independent director
* Mr. Mahmud Tukur, independent director
* Mr. Philippe Sautter, independent director, represented by Ms. Agnès
Pannier-Runacher

Pursuant to this meeting, the Board of Directors issued the following opinion:

The members of the Board of Directors meeting in this form had an exchange of
views on all items and documents submitted.

The Board of Directors took into consideration the following elements contained
in the OfferDocument:

* the success of the Offer would enable Jacques d'Armand de Chateauvieux, a
  long-standing, powerful and stable shareholder, to assert his control over the
  Company, thereby promoting the implementation of the Company's long-term
  growth strategy;

* the Offeror has no specific restructuring plans for Bourbon (including in the
  form of a merger with any affiliate of Jaccar) liable to result in a change in
  the scope of Bourbon's assets;

* the Offeror does not intend to request the AMF's approval for a squeeze-out
  procedure; on the contrary, Jaccar clearly states in the Offer Document that
  it undertakes to maintain the Company's listing on the regulated market of
  NYSE Euronext Paris and to ensure the adequate liquidity of Bourbon shares;
  shareholders, including minority shareholders of the Company, have the right
  to tender their shares to the Offer without being forced to do so;

* the following shareholders have, under certain conditions, made undertakings
  not to tender shares they hold directly or indirectly:

   -  shareholders from branches of Bourbon's founding family (including Mr.
      Henri d'Armand de Chateauvieux and the companies controlled by him) and
      certain officers and former officers,

    - the following directors of the Company: Henri d'Armand de Chateauvieux
      (8.21% of capital), Guy Dupont (0.2% of capital), Christian Munier (0.5%
      of capital), Christian Lefèvre (0.3% of capital) and Baudouin Monnoyeur
      (5.35% of capital);

The Board of Directors took note of the clarification provided by the Offer
Document to the effect that the shareholders making these undertakings not to
tender received no consideration in exchange;

* the Offeror can in the event that it does not hold, as of the date of the
  centralization of the Offer by Euronext Paris (inclusive), more than 50% of
  the voting rights of the Company, enter into a shareholders' agreement with
  Mr. Henri d'Armand de Chateauvieux and the companies he controls, which will
  constitute an agreement to act in concert with the Company in which the
  Offeror will take precedence; the Board noted that in such a case, the Offer
  would be reopened for a further period of 25 trading days; and

* the Offer will be funded by Jaccar by means of a bank loan; all the shares
  already held by the Offeror and those acquired under the Offer will be pledged
  to the lending banks.

The Board of Directors also considered more closely the intentions of the
Offeror as stated in the Offer Document; it noted in this regard that:

* the Offeror has indicated its intention to continue and to support the key
  strategic directions taken by the Company; and, after a period of investment
  in new vessels, that it wishes to continue the deleveraging strategy
  initiated by the Company and the business development of marine services for
  offshore oil and gas;

* the Offer, being geared towards continuing the activity and development of
  the  Company, should not, according to the Offeror, have any particular impact
  on staff; in the absence of any significant proposed restructuring as a result
  of the Offer, the Offeror also believes that a key element for the success of
  Bourbon's operations is to preserve and develop the talents and expertise of
  its management team and employees;

* the Offeror intends to promote the growth of shareholder returns, favoring a
  payout policy ensuring steady growth (in absolute value) of dividends paid, in
  accordance with Bourbon's ability to pay dividends, its financial situation
  and its financial requirements; and

* the Offer Document states that the Offeror does not intend to propose the
  payment of a special dividend in the near future, or any other transaction
  having the same effect, such as a share buyback or capital reduction.

The Board of Directors took note of the fact that the independent appraiser
concluded in its report that:

   "Accordingly, pursuant to our work and under the terms and limits of our
    engagement letter dated March 31, 2014 and to the representations of (i) the
    Offeror and (ii) the Company's Executive Management, and since the price
    of 24 euros per share proposed by the Offeror is within the valuation range
    determined by our appraisal, we consider that the Offer is fair to
    shareholders of the Company wishing to take this opportunity for immediate
    liquidity."

The Board of Directors nevertheless noted that the report of the independent
appraiser states that:

   "As regards the financial conditions of the Offer, it is necessary to
    emphasize that the price of 24 euros (with dividend rights attached)
    offered by the Offeror is at the lower end of our range of intrinsic value
    determined on the basis of a DCF model, which was our preferred valuation
    method insofar as it allows to take into account the complexity of the
    Company's growth model."

   "The price of 24 euros offered (with dividend rights attached) is close to
    the intrinsic value based on a conservative scenario in which the Company
    is unable to benefit from the growth of the sector and suffers from highly
    cyclical swings affecting (i) its margins and (ii) its ability to generate
    capital gains in the long term through active management of its fleet." It
    indicates that "a more optimistic view would be to consider that the
    Company's competitive position, its maturity and its growth prospects
    offer the possibility of an increase in the return on the share (by
    increasing current and/or future dividends), despite the prospect of a
    reduced free float if the Offer is successful."

The Board of Directors notes finally that the appraiser states, as regards
minority shareholders, that its assessment of the intrinsic value of the Bourbon
share does not include any new growth initiatives that the Company may announce,
at the earliest in the final quarter of 2014 and that the price of the Offer
"does not include potential gains stemming from the interest this Offer may
represent for Jaccar in the event that it would be listed on the stock exchange
in the future.".

As part of its review, the Board of Directors also looked at the possible
consequences of a failure of the Offer, including the impact of the market price
of the Bourbon share.

In view of these factors, and bearing in mind that the market price of the
Company has fluctuated between 15.61 euros and 22.26 euros over the last 24
months, the average share price being 19.64 euros over the period, the Board of
Directors unanimously found that the Offer is in the interests of shareholders
of the Company, in that it represents for them an opportunity for immediate
liquidity in conditions deemed fair by the independent appraiser, while
providing opportunities for shareholders not wishing to sell.

The Board of Directors also found unanimously that, by supporting, if
successful, the strategy of the Company, the Offer is in the interests of the
Company and its employees.

As regards the choice of whether or not to tender its shares to the Offer, the
Board of Directors recommends that each shareholder decide in accordance with
his or her liquidity profile and risk appetite.

It draws the attention of Bourbon shareholders to the following factors that
should be taken into account in exercising their choice:

* Tendering their shares to the offer will allow shareholders to benefit from
  full and immediate liquidity. The financial terms of the Offer, deemed fair by
  the independent appraiser, include a price above the market price per share of
  the last 24 months and implies premiums of 24% to the share price before the
  announcement of the Offer and 19% to the average share price over the last 100
  trading days. The terms also imply premiums of 20% and 22% to the average
  share price over the 12 and 24 months preceding the announcement of the Offer
  respectively.

* By keeping their shares, shareholders can enjoy the benefits of any growth
  prospects and value creation enjoyed by Bourbon, as illustrated in the
  "optimistic"  scenario  of the independent appraiser, although this requires
  shareholders to assume the risks relating to the future strategy. For those
  shareholders who wish to remain invested in Bourbon, it should be noted that
  the short-term liquidity of the Bourbon share will be reduced if the Offer is
  successful.

4. INVESTOR CONTACT

BOURBON

Investor, analyst and shareholder relations

James Fraser, CFA, + 33 4 91 13 35 45 - james.fraser@bourbon-online.com

Group communications

Christelle Loisel, + 33 1 40 13 86 06 - christelle.loisel@bourbon-online.com

MEDIA RELATIONS AGENCY: PUBLICIS CONSULTANTS

Jérôme Goaer, +33 1 44 82 46 24 - jerome.goaer@consultants.publicis.fr
Véronique Duhoux, +331 44 82 46 33 - veronique.duhoux@consultants.publicis.fr
Vilizara Lazarova, +33 1 44 82 46 34 - vilizara.lazarova@consultants.publicis.fr

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