AccorHotels has announced that it filed with the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) a notification concerning the intention to launch a Tender Offer together with a tender offer circular for the acquisition in cash of the 21,800,593 shares of Orbis it does not already own today, representing 47.31% of the share capital (the “Offer”).
Orbis, which is headquartered in Warsaw, Poland, is the largest hotel operator in Central & Eastern Europe and the exclusive master franchisee of certain AccorHotels brands in the region. Its portfolio comprises 128 hotels (21,000 rooms) in 16 countries (Bosnia and Herzegovina, Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Moldova, Montenegro, Poland, Romania, Serbia, Slovakia and Slovenia) operated under the Sofitel, Pullman, MGallery, Novotel, Mercure, ibis, ibis Styles and ibis budget brands.
The Offer, at a price of 87.0 zlotys per share, is unconditional. In accordance with the Offer, the subscription period of the Offer will be opened from December 17, 2018, to January 18, 2019. The offer price represents:
- a 20 per cent premium over the closing price of the day prior to the announcement,
- an 11 per cent premium over the volume-weighted average price of the last 3 months,
- a 3 per cent premium over the volume weighted average price of the last 6 months.
Assuming AccorHotels acquires 100 per cent of the shares it does not currently own, the overall cash consideration would amount to €442 million (PLN$1.9 billion).
Sébastien Bazin, Chairman and CEO of AccorHotels said: “AccorHotels and Orbis have built a long-term partnership since their first business agreement 45 years ago. As its largest shareholder since 2000, AccorHotels has fully supported Orbis’ growth in Poland, then across Central Europe since 2014, where Orbis has become today a formidable leader. The proposed transaction will enable AccorHotels to accelerate its development in the region. In addition, it will enable AccorHotels to further implement its active asset management policy.”
Through this transaction, AccorHotels intends to consolidate its leadership in Central Europe and improve optionality on Orbis’ asset portfolio management, including replication of the active asset management strategy implemented by AccorHotels for several years.
AccorHotels has decided to launch the Offer to initiate the delisting of Orbis’ shares from the Warsaw Stock Exchange. In accordance with the Offer, if upon the completion of the Offer AccorHotels holds shares in the share capital of the Company constituting at least 90 per cent of the share capital of Orbis, AccorHotels intends to proceed with a squeeze-out of the minority shareholders of the Company.