Clearwater International has advised Montefiore Investment on the sale of a minority stake in Homair Vacances to Naxicap Partners.
Homair Vacances announced a reorganization project of its shareholding structure in the funds managed by Montefiore Investment, (i) directly up to approximately 37% of Homair Vacances’ share capital and 42.3% of its voting rights, and (ii) indirectly through Iliade up to approximately 24.8% of Homair Vacances’ share capital and 26.3% of its voting rights, would be totally held through Iliade. Upon completion of the operations described above, Iliade will hold 67.1% of Homair Vacances’ share capital and 66.1% of its voting rights.
Along with such reorganization project, the funds managed by Naxicap Partners would acquire a minority equity participation in Iliade’s share capital up to 40.8% of the share capital and voting rights of Iliade, the remaining being held by the funds managed by Montefiore Investment. In the context of such a minority equity participation acquisition, a shareholders’ agreement, which will be constitutive of an action in concert, would be concluded between the funds managed by Montefiore Investment and by Naxicap Partners. This action in concert would be extended to the existing concerted members, i.e. Mr Daniel Guez, Homair Vacances’ founding manager, the Pèbre company, and Montefiore Investment’s managing directors, as well as to Homair Vacances’ key managers, who would also sell part of their securities to Iliade within the framework of the contemplated transaction.
Upon completion of the operations described here above, which should take place before the end of the first 2012 semester, Iliade would hold 67.1% of Homair Vacances’ share capital and 66.1% of its voting rights. These operations would be completed on the basis of a price per Homair Vacances share equal to 7 euros.
The Autorité des Marchés Financiers (AMF) granted a waiver regarding the launching of a mandatory public tender offer with respect to the remaining Homair Vacances’ shares, within the framework of the considered reorganisation of the shareholding structure and implementation of the action as described above.
The acquisition of a minority equity participation by the funds managed by Naxicap Partners in Iliade’s share capital, Homair Vacances’ controlling shareholder, will be a major opportunity for Homair Vacances to pursue its expansion both in France and in Europe.
The Clearwater International team was led by Laurent Camilli