Santé Luxembourg SA announces that, further to a competitive auction process organized in a transparent way by Rothschild Paris, Citigroup and Clinvest, it has decided to sell its stake in Générale de Santé, to the best bidder in terms of price and conditions; Santé Holdings S.r.l. This is the final result of a process announced on April 8, 2003.
Santé Luxembourg SA represents the acquisition holding of Générale de Santé when it was acquired from Vivendi by way of an LBO in 1997. Its major shareholders were Cinven, one of the largest LBO funds in Europe (representing 45% of Santé Luxembourg SA), Vivendi Universal which retained a 20% stake and ABN Amro Investissement (10%). In the course of the IPO of Générale de Santé in June 2001, Santé Luxembourg SA disclosed in the offering prospectus the existence of a shareholders’ agreement envisaging that Santé Luxembourg SA would be wound up on June 30, 2003. Consequently, it had initiated the sale process of its stake in Générale de Santé in March 2003, advised by Rothschild Paris, Citigroup and Clinvest.
On June 20, 2003, the Italian company Santé Holdings S.r.l. entered into an agreement to acquire a 33% stake in Générale de Santé, for an aggregate purchase price of approximately Euros 158.5 million, or Euros 12.30 per share, ex-dividend. The board of directors of Générale de Santé convened on June 20, 2003, approved this disposal and resolved to propose to the shareholders’ meeting to be held on June 26, 2003 the distribution of a dividend of Euros 0.20 per share (excluding tax credit).
Santé Holdings S.r.l. is an Italian holding company seeking to hold stakes in the healthcare sector. It is controlled by Dott. Antonino Ligresti and financed by a loan from Efibanca S.p.A. Santé Holdings S.r.l. expects to resell a stake representing approximately 8% of the share capital of Générale de Santé to Efibanca S.p.A. (or one of its affiliates), with whom it will be acting in concert. It does not exclude opening up its capital to other shareholders wishing to take minority stakes. Neither Santé Holdings S.r.l. nor Efibanca S.p.A. is acting, or intends to act, in concert with any third party with respect to Générale de Santé and neither of them wishes to increase its stake in the share capital of Générale de Santé. As a result, no tender offer will be made by Santé Holdings S.r.l. with respect to Générale de Santé.
The balance of Santé Luxembourg SA’s stake in the share capital of Générale de Santé (i.e. 6.50% of the share capital) has been placed with French and European investors; none of these investors is acquiring more than 1.75% of the share capital of Générale de Santé.
For Santé Luxembourg SA, this transaction successfully ends a project initiated with the acquisition of Générale de Santé (from Générale des Eaux) in 1997 and followed by the initial public offering of the company in June 2001.
Santé Holdings S.r.l. expects rapidly to obtain representation at the board of directors of Générale de Santé.