- Buyout price 40% lower than under the 2022 agreement
- Transaction amount: €18.5m financed by borrowing
Claranova announces the acquisition of Société Commune Européenne de Participation (SCEP) by its subsidiary PlanetArt Holdings Inc., thereby enabling it to own 100%[1] of PlanetArt LLC.
This operation is in line with the new “One Claranova” strategy for Claranova’s which aims to make Claranova a more integrated group, focused on operational excellence and profitability. With this acquisition, the Group will hold 100%1 of its two strategic divisions, Avanquest and PlanetArt, favoring synergies and improving Claranova’s profitability.
Buyout price per share 40% lower than the 2022 agreement[2]
In January 2022, Claranova signed an agreement for the phased buyout of up to 65% of SCEP’s stake in PlanetArt LLC at a price of US$85,000 per preferred share. This agreement also gave SCEP a right to require PlanetArt to be sold as from December 31, 2024, which would have been contrary to the Group’s strategic orientations.
To this day, Claranova has already acquired 39% of SCEP’s stake, which now holds only 4.68%1 of PlanetArt’s capital. This residual stake represents 393 preferred shares.
The SCEP buyout enables Claranova to acquire these preferred equity shares[3], for a total amount of €18.5m, i.e. a price per preferred share of €47,000 (i.e. US$51,000), representing a 40% decrease compared with the agreement signed in January 2022.
Mr. Xavier Rojo will be appointed administrator of SCEP and Ms. Beth Burkhart will represent SCEP on the PlanetArt LLC Board of Directors. These appointments will help ensure a shared vision and the successful implementation of the “One Claranova” strategy.
Upon completion of this buyout, the only dilutive elements remaining at the level of these key subsidiaries[4] will be the conversion option held by PlanetArt’s1 managers, Mr. Roger Bloxberg and Mr. Todd Helfstein, exercisable in the event of the subsidiary’s sale or IPO, and the shares/stock options held by Mr. Eric Gareau in the Avanquest[5] subsidiary, which should be transferred to Claranova in order to align his interests with those of the Group[6].
Mr. Eric Gareau, CEO of Claranova, commented: “This operation marks a new step in the implementation of our new strategic plan, ‘One Claranova’. We will now hold the entirety of our strategic activities, facilitating the alignment of our expertise and the implementation of even more effective and innovative solutions for our customers. I’m delighted that we can turn the page on these past agreements and look to the future with a new perspective. I would like to thank Cheyne Capital for its renewed support, which demonstrates its confidence in Claranova’s potential. By pursuing our ‘One Claranova’ vision for a more integrated group that generates operational synergies, we will create sustainable value for all our stakeholders.”
[1]Ownership interest (%) excluding dilutive effects: the executive officers of PlanetArt LLC, Roger Bloxberg and Todd Helfstein, hold shares in the capital of this company with financial and voting rights, as well as a conversion option (FY 2023-2024 URD – Chapter 2 – Note 33). [2] Press release of January 5, 2022. [3] Preferential value of 2.1 times the par value, plus a stake in the Company’s capital equivalent to their share as a percentage in the Company’s capital (FY 2023-2024 URD – Chapter 2 – Note 3). [4] PlanetArt and Avanquest. [5] FY 2023-2024 URD – Chapter 2 – Note 25.2. [6] Resolution 21 to be submitted to the vote of the Annual General Meeting of December 4, 2024.