Linklaters has advised the Bel Group on its entry into exclusive negotiations with the Lactalis Group. These follow the signature by Lactalis, on March 18 2021, of a unilateral promise to purchase relating to a perimeter including Royal Bel Leerdammer NL, Bel Italia, Bel Deutschland, the Leerdammer brand and all related rights, as well as Bel Shostka Ukraine, in return for 1.591.472 Bel shareholdings (23,16% Bel equity stake) owned by Lactalis. Following the deal, Lactalis would retain a 0,90% stake in Bel.
Following this transaction, Bel intends to submit a buy-back tender offer (OPRA) at a price of €440 per share, so as to provide liquidity to all Bel minority shareholders should they wish it. Unibel, Bel’s main shareholder, has also expressed its wish to submit a tender offer followed by a squeeze out (OPR-RO) on Bel’s share balance, as soon as possible following the settlement of the OPRA and at the same price per share as the latter.
Bel, the leading group in the branded cheese sector and main actor of healthy snacking, is therefore ramping up its strategic rollout to grow its business and take on three market segments, namely dairy, fruit and plant based. Bel reaffirms its independent family business model, central to its DNA and key to its success for nearly 150 years. Following this project, Lactalis’ exit from Bel’s capital will allow the shareholding families to enjoy more flexibility to finance the future growth of Bel Group and strengthen their position.
The effective completion of the transaction, which should happen by the of summer 2021, is subject to the consultation of the employee representative bodies of some of the related entities and to the approval of merger control authorities.
The Linklaters team was comprised of Pierre Thomet and Pierre Tourres, partners, Julien Bourmaud-Danto, managing associate, Jordan Jablonka and Axel Azoulay, associate in Corporate Law; of Edouard Chapellier, partner and Nadine Eng, managing associate in Tax Law; of Thomas Elkins, partner and Matthieu Blayney, managing associate, Camille Coulon and Claire Oualid, associate in Competition; of Géric Clomes, counsel and Anne Cognet, managing associate in Employment Law; of Sonia Cissé, counsel and Jean-François Merdrignac, managing associate, on the commercial contracts and IP/IT aspects; of Véronique Delaittre, partner and Antoine Galvier, managing associate in Capital Markets; and of Rhéa Christophilopoulos, counsel in Banking.
The Linklaters teams from Amsterdam, Milan, Düsseldorf, Munich and Frankfurt were also involved on the transaction.
