Franco-German financial group Oddo&Cie has announced it has launched a voluntary and conditional counterbid for Brussels-listed company BHF Kleinwort Benson, which is active in private banking and asset management as well as on the financial markets and financing of businesses.
The transaction is still subject to regulatory approval.
Formerly known as RHJ International, BHF Kleinwort Benson is listed on the Euronext Brussels regulated market, and is mainly active in Germany, the United Kingdom and Ireland, via its three subsidiaries, BHF-Bank AG (€43.6bn AUM as of June 2015), the Kleinwort Benson Wealth Management Group and Kleinwort Benson Investors (€6.9bn as at December 2014).
As at 30 June 2015, the group had €58.5bn in assets under management and its shareholders’ equity amounted to €793m as at 30 September 2015.
Oddo&Cie which already holds a 21,572% stake in BHF Kleinwort Benson will raise up its stake to 50,404% through agreements.
Oddo&Cie has filed a draft prospectus with the Belgian Financial Services and Markets Authority (FSMA) for all the shares of the company, at a price of € 5.75 per share
That represents a premium of 15,2% compared to the opening market price on 26 November 2015 and of 40% compared to the average stock price between 24 July 2014 and 24 July 2015, when Fosun Group launched a takeover bid at a price of €5.10 per share.
Oddo explained having signed a firm commitment with respect to the sale or the tender, respectively, with the Franklin Templeton Group, which holds 17,549% of the capital and with the company Aqton, a holding controlled by Stefan Quandt, which holds a 11,283% stake.
The Franco-German group has plans to expand in the eurozone and has decided not to maintain the private banking activities in the United Kingdom and in the Channel Islands.
Oddo has therefore negotiated a firm commitment from Societe Generale to purchase Kleinwort Benson Bank Limited (United Kingdom) and Kleinwort Benson (Channel Islands) Holdings Limited (Guernsey), “subject to a successful public takeover bid and standard conditions precedent, including the negotiation of a sale purchase agreement relating to the shares with BHF Kleinwort Benson.”
The financing of the deal is ensured through bank loans from JP Morgan and Societe Generale, as well as via a capital increase by Oddo & Cie which will be submitted to the Extraordinary General Meeting scheduled on 3 December 2015.
The transaction remains subject to the approval of the competent regulatory authorities.
Oddo “sees in BHF-Bank AG the potential to together develop all of its activities in Germany whilst giving each of them a new dimension, thereby giving rise to the benchmark independent Franco-German player of the eurozone.”
As for Kleinwort Benson Investors, based in Dublin, its expertises “would round out” those of Oddo Meriten Asset Management.
Philippe Oddo, managing-partner of Oddo & Cie, said: “This link-up would represent a milestone in the Group’s development. We are convinced that it would enable us to strengthen our expertise to the main benefit of our clients and create exciting momentum for all of the new Group’s teams.