Great coat of arms of the Rothschild Family (Wikipedia)
Concordia, the holding company of the Rothschild family and the largest shareholder of Rothschild & Co, announced its intention to file a simplified tender offer for the Rothschild & Co shares at €48.0 (about $51) per share with dividends attached and to request the implementation of a squeeze-out.
Rothschild & Co intends to propose the plan to shareholders at its Annual General Meeting, to be held on 25 May 2023.
Cornell Law explains a squeeze-out is the forced sale of stock owned by minority shareholders in a joint-stock company, usually in the context of an acquisition. State law governs squeeze-outs and requires fair cash value be paid to the minority shareholders from the acquiring corporation in exchange for their stock
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Concordia currently holds 38.9% of the share capital and 47.5%² of the voting rights of Rothschild & Co. Concordia said it is currently in advanced negotiations with investors and banks to finalize the financing of this offer.
Rothschild & Co is one of the world’s largest independent financial services groups, with a team of 3,800 financial services specialists on the ground in over 40 countries across the world.
Rothschild & Co said that its offer price of €48.0 per share with dividends attached, would reflect a premium of 19% over the closing share price on 3 February 2023 and a premium of 27%, 34% and 36% respectively on the volume-weighted 60, 120 and 180 day average share prices prior to that date, as well as a premium of 15% compared to the all-time high price of Rothschild & Co shares, reached on 13 January 2022.
“None of the businesses of the Group needs access to capital from the public equity markets,” said Concordia in a statement. “Furthermore, each of the businesses is better assessed on the basis of their long-term performance rather than short-term earnings. This makes private ownership of the Group more appropriate than a public listing.”
Rothschild & Co said in a statement that the firm has “taken note of this proposed transaction and in this context, its Supervisory Board has formed an ad hoc committee and appointed Finexsi, on the committee’s recommendation, as an independent expert, with the task of delivering a report including a fairness opinion on the financial terms of the simplified tender offer and on the exceptional distribution.”
Rothschild & Co said it will keep the market informed about the progress of this project.
