Air Liquide (Paris:AI) is pursuing the development of its
activities in the home healthcare sector and announces the beginning
of exclusive negotiations with a view to acquiring 70.49% of LVL
Médical Groupe SA’s (LVL Médical) share capital from the controlling
shareholders at a price of €30.89 per share. This transaction,
once finalized, would enable Air Liquide to gain control of LVL
Médical’s French activities, for an enterprise value* of €316 million.
This acquisition of a controlling stake in LVL Médical will be followed
by a simplified public tender offer (and, possibly, by a
compulsory squeeze-out) on the remaining LVL Médical share and
subscription warrants**, in accordance with applicable rules. Prior to
the acquisition by Air Liquide, LVL Médical’s German activities will be
acquired by the Lavorel Family, the majority shareholder.
LVL Médical is an historical player in the home healthcare sector,
with 50,000 patients served at home in France. The company
employs 750 people in France and its 2011 sales in France
amounted to €104 million.
Air Liquide intends to pursue LVL Médical’s development by
favouring the continuity of the company’s management, led by Mr
Jean-Claude Lavorel, and by relying upon the expertise and commitment
of its teams.
Pascal Vinet, Vice President, Healthcare Global Operations and
member of the Group Executive Committee, declared: "LVL Médical is
one of the key players in home healthcare in France, recognized for its
expertise, the professionalism of its teams and its service quality. Our
know-how combined with that of LVL Médical, and our capacity for
innovation, will enable LVL Médical to pursue its development. This
acquisition is in line with Air Liquide’s external growth strategy in
healthcare. Health is one of the growth drivers of the Group.”
Air Liquide and LVL Médical will launch an information and consultation
process with their respective relevant employee representatives. The
acquisition of the control of LVL Médical by Air Liquide is subject to
approval by the French competition authority. The transaction should be
completed during Q4 2012.
* Enterprise value after the divesture of LVL Médical German
** Subscription warrants or BSAAR: redeemable warrants to subscribe
or purchase shares
Air Liquide, the Lavorel Family, and in particular Mr Lavorel,
Chairman and CEO, and other concerted parties which together control
LVL Médical, have entered into exclusive negotiations for the sale to
Air Liquide of their controlling block, representing 70.49% of LVL
Médical’s share capital.
At the same time as this sale, the Lavorel Family would acquire LVL
Médical German activities from LVL Médical, for an enterprise value of
The acquisition of the controlling stake by Air Liquide would be
followed by the launch of a simplified public tender offer for the
remaining LVL Médical shares and BSAARs**.
Air Liquide offered the sellers a price in cash of €30.89 per
share. This offer translates into an equity value for LVL Médical of
€307m, on the basis of a net debt of approximately €89m as of March
31, 2012, ie a global enterprise value of €396m of which €316m for the
French activities kept by Air Liquide, and €80m for the German
activities acquired by the Lavorel Family. The offered price of €30.89
per share implies a premium of 90% compared to the closing share price
of LVL Médical as of June 7, 2012.
Bellot Mullenbach et Associés has been appointed as an independent
expert by the Board of Directors of LVL Médical in order to provide a
fairness opinion on the offered price in the context of the simplified
public tender offer, including a potential compulsory squeeze-out, as
well as on the sale of the LVL Médical German activities to the
The acquisition by Air Liquide will
be conditional on LVL Médical obtaining this fairness opinion and on
its offer being recommended by the LVL Médical Board of Directors.
The acquisition is not subject to any other condition precedent.
The acquisitions could be completed during Q3 2012. The simplified
public tender offer on the remaining LVL Médical shares and BSAARs
(possibly followed by a compulsory squeeze-out) at the same price of
€30.89 per share and a price per BSAAR based on the offered price, ie
€13.2 per BSAAR (subject to the declaration of conformity by the AMF),
could be completed during Q4 2012.
Air Liquide’s Healthcare Business line
Air Liquide's Healthcare World Business Line serves over 6,000 hospitals
and 700,000 patients at home throughout the world. It
provides medical gases, home healthcare services, hygiene products
and medical equipment.
With 9,300 employees, the Group’s Healthcare business line
published €2,076 million in revenues in 2011. In 2012,
SEPPIC (specialty ingredients) integrated the Healthcare activity.
Air Liquide, European leader
worldwide in home healthcare, provides home healthcare services in
compliance with medical prescription for patients suffering from chronic
illnesses such as COPD (Chronic Obstructive Pulmonary Disease),
sleep apnea and diabetes. These home healthcare services are being
developed in addition to hospital care, enabling patients to enjoy
better quality of life
and local authorities to
Home Healthcare represents 45% of Air Liquide’s total 2011 Healthcare
Air Liquide is the world leader in gases for industry, health and
the environment, and is present in 80 countries with
46,200 employees. Oxygen, nitrogen, hydrogen and rare gases
have been at the core of Air Liquide’s activities since its creation in
1902. Using these molecules, Air Liquide continuously reinvents its
business, anticipating the needs of current and future markets. The
Group innovates to enable progress, to achieve dynamic growth and a
Innovative technologies that curb polluting emissions, lower
industry’s energy use, recover and reuse natural resources or develop
the energies of tomorrow, such as hydrogen, biofuels or photovoltaic
energy… Oxygen for hospitals, home healthcare, fighting nosocomial
infections… Air Liquide combines many products and technologies to
develop valuable applications and services not only for its customers
but also for society.
A partner for the long term, Air Liquide relies on employee
commitment, customer trust and shareholder support to pursue its vision
of sustainable, competitive growth. The diversity of Air
Liquide’s teams, businesses, markets and geographic presence provides a
solid and sustainable base for its development and strengthens its
ability to push back its own limits, conquer new territories and build
Air Liquide explores the best that air can offer to preserve life,
staying true to its Corporate Social Responsibility and sustainable
development approach. In 2011, the Group’s revenues amounted to €14.5
billion, of which more than 80% were generated outside France.
Air Liquide is listed on the Paris Euronext stock exchange (compartment
A) and is a member of the CAC 40 and Dow Jones Euro Stoxx 50 indexes.
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