Berendsen Share Discussion Threads

[diamond fibre] 11/9/2017 14:11

I have worked for Berendsen and they are not a good company to work for, you work all the hours under the sun with no Xtra for working Sundays or nights! They run a tight ship, but note the free shares the directors get, I would have voted for the take over if I held the amount of shares they hold, It's all wrong, note a big buy just before the announcement of the take over!

[meson] 20/7/2017 10:11

Presumably with BRSN's current price of £12.72, a premium of 22p, the price of Elis shares must be rising. Maybe it's worth hanging-in?

[blueliner] 14/6/2017 17:11

Sold the other 50% of my holding last week, not keen on receiving Elis shares.
Proceeds partially reinvested .
Good luck everybody.

[kazoom] 14/6/2017 15:21

No, you'll get £5.40 plus 0.43 new Elis shares, which may or may not be worth the remaining £7.10

[diamond fibre] 14/6/2017 14:28

If you purchased shares at around 12£ will you get 12,50 a share when we change to Elis?

[grupo] 08/6/2017 07:27

(ShareCast News) - Berendsen has agreed to a sweetened takeover offer from French peer Elis valuing the London-listed commercial laundry company at £2.2bn.
The offer values each Berendsen share at £12.50, excluding the interim dividend and consists of around 43% in cash, with the remaining 57% being satisfied by the issuance of new Elis shares.

Elis said it is intending to offer a mix and match facility to all Berendsen shareholders under which they may elect, subject to availability as a result of elections made by other Berendsen shareholders, to vary the proportions in which they receive new Elis shares and cash in respect of their holdings.

The price represents a premium of around 45% to Berendsen's closing price of £8.64 on 17 May, which was the last business day before Elis made its initial proposal. Berendsen's board expects to unanimously recommend that shareholders accept the offer.

The company had dismissed Elis's previous offer as opportunistic.

"The board believes Elis is making an opportunistic attempt to acquire Berendsen whilst it is implementing its capital investment programme, without reflecting the value upside inherent in this strategy. The board believes this value should accrue fully to Berendsen shareholders alone," it said in a statement mid-May.

[grupo] 08/6/2017 06:01

Elis raises € 2.2bn on Berendsen, who accepts it

Anthony Bondain, published on 08/06/2017 at 06h31
Elis raises € 2.2bn on Berendsen, who accepts it
Photo credit © Elis

(Boursier.com) - Elis's demonstration of strength has borne fruit. The British group Berendsen agreed to return to the negotiating table after the French had announced a hostile takeover bid, failing to get along with the management of his counterpart. An agreement in principle was finally signed yesterday, which defines the outlines of a project of rapprochement supported by the two directorates.

Technically, the deal would take the form of a "Scheme of Arrangement" under English law, based on a Berendsen valuation of 2.2 billion pounds (about 2.5 billion euros). This corresponds to a price of £ 12.50 per share. In the hostile proposal, valuation was £ 2.05 billion, or £ 11.73 per share. The British has obtained some concessions in exchange for the support of its board of directors, in particular an increased share in cash and the possibility of receiving an interim dividend of £ 0.11, which is not included in the aforementioned price. Elis proposes the remission of £ 5.40 in cash for each Berendsen share and 0.403 new Elis shares (43% in cash and 57% in Elis shares). The overall valuation per share is calculated on the basis of the closing price of Elis of 20.17 euros on 6 June 2017 and an exchange rate of 1 pound sterling for 1.145 euro. The offer represents a premium of approximately 45% on the last price before the initial announcement of Elis and 54% on the weighted average price over three months. Elis plans to propose a "mix and match" option, which allows, subject to the availability resulting from the choices exercised by the other shareholders, to vary the proportions of new shares Elis and cash.

The boards of the two companies expect to unanimously recommend the transaction once the required conditions have been met. The Canada Pension Plan Investment Board, which owns 5% of Elis' capital, has committed to subscribe to a reserved capital increase that will help the company pay the cash portion. It will cover 10.13 million new shares at 19.74 euros each, representing a product of approximately 200 million euros.

The transaction must create a major European actor in hygiene and maintenance services.

[waldron] 07/6/2017 19:29

After two unsuccessful attempts at rapprochement, the industrial laundry group Elis (ELIS.FR) signed an agreement to buy its British competitor Berendsen (BRSN.LN) for about 2.2 Billion pounds sterling (2.53 billion euros).


The previous offer of French, made public on 18 May and rejected by the Berendsen directors, valued the latter to the tune of 2.05 billion pounds.


The Boards of Directors of Elis and Berendsen announced on Wednesday that they had reached an agreement in principle for a reconciliation that would involve the launch of a takeover bid in cash and shares. Elis plans to offer 5.40 pounds sterling in cash and 0.403 shares for each share of its competitor.


The shareholders of Berndsen will also receive a dividend of 11 pence per share.


Based on the closing price of Elis of € 20.17 on June 6 and a foreign exchange rate of € 1.145 per pound, the proposed takeover offers Berendsen at 12.50 pounds per share excluding interim dividend , Or a total capitalization of 2.2 billion pounds, the French group said in a statement. The previous offer from Elis was 11.75 pounds per share.


The board of directors of the British group said it planned to unanimously recommend the new offer, which represents a 45% premium on the closing price of the Berendsen share on 17 May.


The Canada Pension Plan Investment Board, or CPPIB, which owns approximately 5% of Elis' capital, will subscribe to a capital increase reserved to participate in the financing of this transaction, the French group, Issue 10.13 million shares at a unit price of 19.74 euros, for a total of nearly 200 million euros.


-Thomas Varela, Agefi-Dow Jones; [phone]; [e-mail] ed: ECH




(END) Dow Jones Newswires


June 07, 2017 13:32 ET (17:32 GMT)

[blueliner] 01/6/2017 17:57

Believe there was a 'take profits' call from Questor in either todays or yesterdays Telegraph for BRSN.
Unable to access story, don't know any details.

[ohno1] 30/5/2017 15:21

Hope they walk away and let me buy my shares back.

[grupo guitarlumber] 28/5/2017 06:57

Under Takeover Panel rules, the French firm has until June 15 to make a firm offer or walk away.

[grupo guitarlumber] 28/5/2017 06:53

18/05/2017 | 4:21 p.m.

In a Paris market already struck by a severe wave of risk aversion, the values ​​exposed in Brazil have aggravating circumstances today. CNP Assurances lost 7.55%, Edenred 5.26%, Vallourec 4.87% Casino 4.47% and Elis 3.8%. Concerning the latter two, the turmoil in Brazil is probably only part of the explanation for their decline: Invest Securities has degraded its recommendation on Casino while Elis was demoted by Berendsen to whom he Made two offers of rapprochement.

Investors therefore prefer to sell these securities while the probability that the Brazilian president "goes to the end of his mandate has significantly decreased," notes Nomura in a note on the subject published today.

Michel Temer could indeed be a new victim of the corruption case that has shaken the Brazilian political system for two years. According to local media, Temer reportedly silenced the president of the Brazilian parliament, Eduardo Cunha, himself in prison in this case, and forced him to stop his cooperation with the investigators. The newspaper O Globo refers to a recording that corroborates these accusations.

The real and the Stock market deviate in Brazil

"Of course, there is a lot of uncertainty in this case and it is essential to remain cautious, but considering that this registration does exist, it could not only prevent government action but also provoke discussions about a resignation Or a dismissal of the president, "fears Nomura. The analyst adds that no alternative stands out for the time being regarding a possible replacement of President Temer before the end of his term in 2018.

In particular, suspicion could distract the attention of the government and public opinion of the need to carry out pension and tax reforms in Brazil. The real estate is also likely to be unstable - it currently costs 3,396 reais for one dollar, while Nomura saw it at 3.40 reais by the end of the year - which, added to the uncertainty of taxation, risks Inflation expectations. In this context, the Central Bank of Brazil will probably have more difficulty maintaining its pace of monetary easing even as the country struggles to emerge from recession.

On Thursday, the Brazilian stock index, the Bovespa, dropped 10.5%, to its lowest level of the year.

Values ​​quoted in the article: Edenred, CNP Assurances, Casino Guichard, Elis, Vallourec

[ariane] 27/5/2017 18:32

Major investor backs besieged Berendsen over £2bn bid

0 Comments
Berendsen
France's Elis wants to buy Britain's Berendsen for £11.73 a share

Ben Martin, banking correspondent

27 May 2017 • 7:20pm

Bosses at under-siege laundry giant Berendsen have received a boost after a leading investor in the British company backed their decision to spurn a £2bn bid from French rival Elis.

Berendsen’s board, led by chairman Iain Ferguson, has rejected an £11.73-a-share cash-and-paper offer from Paris-based Elis on the basis that it “very significantly undervalues” the business, a provider of laundry and cleaning services to customers including the NHS.

The British company, which is trying to revive its fortunes after two profit warnings since October, last week sought to strengthen its defences against the French predator by hiking its forecast for adjusted operating profit next year to £170m, which is £20m more than it expects this year.

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In a fillip to Berendsen, a top 10 shareholder in the company has told the Sunday Telegraph that Elis’s bid did not take account of the progress that management has made in reviving the company’s fortunes.

“There’s a definite sense in putting the two business together but I can understand why they haven’t chosen to engage at the moment because the level of the bid is not compelling,” he said.

“I think there is some evidence that the company is turning itself around so that would have to be reflected in the valuation that you took the business out on.”

Berendsen has already outlined a three-year, £450m investment plan to help drive a recovery.

The fund manager added that the strong wording of Berendsen’s rejection suggested that Elis would have to improve its offer by at least 10pc for the British company to start negotiations.

Elis made an initial approach last month, pitched at £11 a share. Berendsen stock closed at £10.92 on Friday.

Under Takeover Panel rules, the French firm has until June 15 to make a firm offer or walk away.

[the grumpy old men] 24/5/2017 19:27

NORGES BANK AND THREADNEDDLE ASSET MAN HAVE HOLDINGS IN BOTH IT SEEMS

AS DOES FIDELITY

[the grumpy old men] 24/5/2017 19:24

ELIS Holder Shares % Held
Threadneedle Asset Management Ltd.as of 18 May 2017 14.59m 10.41%
Predica SAas of 13 Feb 2017 13.99m 9.98%
Franklin Templeton Institutional LLCas of 07 Feb 2017 5.48m 3.91%
Wellington Management Co. LLPas of 18 May 2017 4.88m 3.48%
Schroder Investment Management Ltd.as of 18 May 2017 3.76m 2.68%
Pictet Asset Management Ltd.as of 18 May 2017 3.49m 2.49%
The Vanguard Group, Inc.as of 18 May 2017 3.22m 2.29%
Fidelity Management & Research Co.as of 18 May 2017 2.82m 2.01%
Alken Asset Management Ltd.as of 31 Dec 2016 2.72m 1.94%
Norges Bank Investment Managementas of 18 May 2017 2.67m 1.91%

[the grumpy old men] 24/5/2017 19:20

BERESDEN Holder Shares % Held
M&G Investment Management Ltd.as of 17 May 2017 13.58m 7.87%
Fidelity Management & Research Co.as of 18 May 2017 12.66m 7.33%
Silchester International Investors LLPas of 18 May 2017 10.17m 5.89%
Threadneedle Asset Management Ltd.as of 18 May 2017 7.77m 4.50%
Royal London Asset Management Ltd.as of 18 May 2017 7.71m 4.47%
Wellington Management Co. LLPas of 18 May 2017 7.15m 4.14%
Norges Bank Investment Managementas of 18 May 2017 5.46m 3.17%
Marathon Asset Management LLPas of 18 May 2017 4.92m 2.85%
Newton Investment Management Ltd.as of 01 Apr 2017 4.77m 2.76%
Legal & General Investment Management Ltd.as of 18 May 2017 4.75m 2.75%

[kazoom] 24/5/2017 19:05

To answer my own question of earlier, I've just re-read the Elis statement and it's clear that they have not made an offer - they are just advertising what an offer would/might be. In fact they say they will not make an offer without the unanimous approval of the Beresenden board (although they reserve the right to change their minds).

It seems clear that the board will not approve this unless they come under serious pressure from the shareholders (and today's more robust statement probably [my guesswork] means that they have sounded out and got the support of some major shareholders).

Hard to see therefore where this can go (unless Elis can/will improve the offer).
If the board are confident they have sufficient shareholder support, then Elis couldn't afford the cost / risk of going hostile.

Just my musings and I could easily be wrong.

[blueliner] 24/5/2017 17:59

But can BRSN do the numbers! Enormous pressure will be put on middle management.

Cashed in half my long held shares last Fri for £11 plus.
The FT weren't exactly gushing in praise of the approach or Elis strategy even though it's a good geographical fit.
The idea of holding Elis overseas shares doesn't appeal to me, so I've reduced the downside risk in meantime cannot see where Elis can go from here in terms of betterment, they're stretched according to the FT.

[sarkasm] 24/5/2017 10:02

Alliance News

TOP NEWS: Berendsen Eyes 2018 Earnings Growth, Repeats Elis Rejection
Wed, 24th May 2017 10:12


LONDON (Alliance News) - Berendsen PLC shares eased back on Wednesday after the textile services firm reiterated its 2017 profit forecast and guided toward earnings growth in 2018, but also repeated its rejection of the takeover approach by French peer Elis SA.

Berendsen shares were down 1.8% on Wednesday at 1,059.72 pence, but shares have retained the majority of the value gained since the offer was made by Elis last week, with shares currently 24% higher than the price of 863.50 pence at the close the day before the offer was announced.

The laundry company reiterated its guidance on Wednesday that adjusted operating profit over this year is expected to be around GBP150 million, as it expects an annual drop from the GBP161 million adjusted operating profit reported in 2016.

However, Berendsen on Wednesday added guidance that it is on track to return to earnings growth in 2018, forecasting adjusted operating profit of GBP170 million.

Berendsen returned to the overhanging issue of the takeover offer made by Elis last week. Elis offered GBP2.05 billion for Berendsen with the aim of creating a pan-European textile and facility services giant - having already been rebuffed by the mid-cap firm twice before.

Despite representing a massive premium to Berendsen's value at the time, the company rejected the proposal and said it does not see the basis for "any further discussions" with Elis.

Berendsen said it believes that Elis is making an opportunistic attempt to acquire the company whilst it is implementing its investment programme, without reflecting the future value of the costs being incurred, adding it believes the value of the strategy should accrue fully to Berendsen shareholders alone.

On Wednesday, Berendsen reiterated its belief that a combination with Elis is not of any interest to it, stating the offer "fundamentally fails" to reflect its full value, would create a business with "significantly higher leverage" than Berendsen would have alone, and create "increased risk" for shareholders.

"Berendsen continues to see no basis for discussions with Elis," said the company. "The timing of Elis' approach is highly opportunistic in three ways, all to the detriment of Berendsen's shareholders."

"Firstly, Elis' approach has been timed to take advantage of Berendsen's recently depressed share price and valuation," Berendsen said, pointing to the fact that, although the offer was at a huge premium at the time, its share price on May 18 was only around 63% of its highest share price during the preceding 12 months.

"Secondly, a significant portion of the consideration payable to Berendsen's shareholders under Elis' proposal is in Elis shares; its approach has also been timed to take advantage of Elis' own share price," Berendsen added, stating Elis had a share price equal to 98% of its all-time high at the time of the offer.

"Thirdly, the board believes that Berendsen is at a point of inflection and that selling Berendsen on the terms offered by Elis would deprive Berendsen's shareholders of the full benefit that will accrue from the delivery of its strategy," the company said.

Chairman Iain Ferguson said he "firmly believes" that Berendsen has the right strategy, management team and capital structure to deliver significant value for Berendsen's shareholders over the medium-term as an independent company.

By Joshua Warner; [e-mail]; @JoshAlliance

[kazoom] 24/5/2017 09:37

A much better statement by the board IMHO.
Not sure I agree with it fully though.

Dilemma remains for shareholders, the deal offers c. +100p / share from here, no deal is potentially -200p (back to the pre bid price) but with the promise of a higher price in the future.

Anyone know the next steps? Have elis ACTUALLY made an offer to shareholders? Or just communicated.what the offer would be?

[grahamburn] 24/5/2017 09:31

Interesting that the market price still lags the prospective offer price by a substantial amount.

Could this be because almost two thirds of the proposed takeover figure will be paid in Elis shares (albeit Elis have said they will offer a mix-and-match facility)?

Perhaps, like me, many holders aren't too keen on the prospect of holding Euro denominated shares and income at the present time.

[grupo guitarlumber] 24/5/2017 09:14

24 May 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO UNDERTAKE ANY TRANSACTION WHETHER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") OR OTHERWISE AND THERE CAN BE NO CERTAINTY THAT ANY TRANSACTION WILL PROCEED NOR AS TO THE TERMS ON WHICH ANYOFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

24 May 2017

Berendsen plc

Statement regarding Elis' Possible Offer

-- Board reconfirms 2017 forecast for adjusted operating profit(1) of approximately GBP150 million

-- Board announces 2018 forecast for adjusted operating profit(1) of approximately GBP170 million

-- Board continues to believe Elis' proposal very significantly undervalues Berendsen and its prospects

-- Board believes the risks for Berendsen's shareholders arising from a combination with Elis are significantly higher than those for Berendsen as an independent company

On 3 March 2017, the Board of Berendsen plc ("Berendsen" or the "Company") announced a profit forecast for the financial year ended 31 December 2017 stating that adjusted operating profit(1) for 2017 was expected to be approximately GBP150 million (the "2017 Profit Forecast"). The Board of Berendsen today reconfirms the 2017 Profit Forecast and expresses its confidence in its delivery.

Furthermore, the Board of Berendsen today announces a forecast for adjusted operating profit(1) for the financial year ending 31 December 2018 of approximately GBP170 million (the "2018 Profit Forecast").

In relation to the announcement made by Elis SA ("Elis") on 18 May 2017 (the "Possible Offer"), the Board of Berendsen continues to believe that Elis' proposal very significantly undervalues Berendsen and its prospects. Berendsen continues to see no basis for discussions with Elis for the following reasons:

1. Elis' proposal fundamentally fails to reflect Berendsen's inherent value
2. Elis' approach is highly opportunistic

3. The combined business would have significantly higher leverage than Berendsen which would put at risk the delivery of Berendsen's strategy

4. A combination of Berendsen and Elis would significantly increase risks for Berendsen's shareholders

Berendsen confirms that it will upload an investor presentation to its website at www.Berendsen.com.

Please refer to the Appendix to this announcement for the Directors' confirmation with regard to, and further information on, the 2017 Profit Forecast and the 2018 Profit Forecast, including details of the assumptions on which they were made. As required by the Code, Berendsen confirms that this announcement has not been made with the agreement of Elis.

Reasons for rejection of the Elis proposal

1. Elis' proposal fundamentally fails to reflect Berendsen's inherent value

As previously stated, Berendsen is currently investing in its commercial and customer service capabilities and accelerating its capital investment in plant and machinery, improving the efficiency of existing plants and investing in plant conversions and new builds, with an expected investment of GBP450 million over three years, of which GBP300 million is growth capital investment. The GBP300 million of growth capital investment is expected to generate a pre-tax return on capital employed of at least 15%, equivalent to an adjusted operating profit(1) of GBP45 million. In addition, Berendsen sees further upside from stronger organic revenue growth. Implementation of the strategy is progressing in line with plan.

This strategy has provided the Board with greater visibility and confidence in Berendsen's medium-term growth opportunities and represents a competitive and sustainable platform for future value creation. Berendsen has good momentum in the delivery of its clearly defined strategy, underpinning the Board's confidence in its medium-term targets. This is reflected in the Board today reconfirming the 2017 Profit Forecast of approximately GBP150 million and announcing the 2018 Profit Forecast of approximately GBP170 million.

2. Elis' approach is highly opportunistic

The timing of Elis' approach is highly opportunistic in three ways, all to the detriment of Berendsen's shareholders.

Firstly, Elis' approach has been timed to take advantage of Berendsen's recently depressed share price and valuation. As of the close on 17 May 2017, being the last business day prior to the announcement of the Possible Offer, Berendsen's share price of GBP8.64 was 63% of its highest share price during the preceding twelve months.

Secondly, a significant portion of the consideration payable to Berendsen's shareholders under Elis' proposal is in Elis shares; its approach has also been timed to take advantage of Elis' own share price. As of 17 May 2017, being the last business day prior to the announcement of the Possible Offer, Elis' share price of EUR19.99 was 98% of its all-time high share price.

As a result of the above two factors, as of 17 May 2017, being the last business day prior to the announcement of the Possible Offer, Berendsen's proportion of the combined market capitalisations of both Berendsen and Elis was 38.5%. This compares to the average proportion since Elis' IPO in February 2015 of 54.7%.

Thirdly, the Board believes that Berendsen is at a point of inflection and that selling Berendsen on the terms offered by Elis would deprive Berendsen's shareholders of the full benefit that will accrue from the delivery of its strategy.

3. The combined business would have significantly higher leverage than Berendsen which would put at risk the delivery of Berendsen's strategy

Elis' reported net debt / EBITDA as at 31 December 2016 was 3.4x(2) , significantly higher than Berendsen's reported net debt / EBITDA as at the same date of 1.2x(3) . The combined entity would have a pro forma net debt / EBITDA as at 31 December 2016 of 3.4x(4) . This leverage is significantly above Berendsen's and also above that of the average of relevant European Business Services peers(5) .

Berendsen's strategy entails a capital investment programme of approximately GBP450 million over the course of this year and the next two years, of which approximately GBP300 million is growth investment capital with an anticipated pre-tax return of at least 15%. The Board of Berendsen believes that the ability to deliver this investment programme would be put at risk by a combination with Elis given Elis' materially higher leverage. Consequently, the expected benefit of this capital investment programme to Berendsen's shareholders would also be put at risk.

4. A combination of Berendsen and Elis would significantly increase risks for Berendsen's shareholders

The Board of Berendsen firmly believes that the Possible Offer raises other significant risks for Berendsen shareholders as follows.

Firstly, Elis has not previously acquired a business of the scale and complexity of Berendsen. Berendsen had GBP1.1 billion of revenues in 2016 in comparison to Lavebras, Elis' previous largest acquisition, which had 2016 revenues of GBP84 million(6) .

Secondly, an integration of Berendsen and Elis would be highly complex given the two businesses operate across 28 geographies and have approximately 38,000 employees in total. This would be further complicated by the integration processes Elis needs to complete for its recently announced acquisitions in Spain and Brazil.

Thirdly, integration risk would be heightened by the fundamentally different business models of the two companies, with Berendsen's operations segmented primarily by business line, and Elis' split primarily by geography. This is likely to cause complications and entail additional costs in the event of a combination of the two businesses where alignment of the distinct operating models would be required.

Summary

For the reasons set out above, the Berendsen Board continues to believe that the Possible Offer neither reflects the inherent value of Berendsen as an independent company, nor provides sufficient value to compensate Berendsen's shareholders for the risks inherent in the combination.

Iain Ferguson, Chairman of Berendsen, said: "We are pleased to underline the Board's confidence in the strategy of Berendsen by reconfirming our 2017 Profit Forecast and announcing a 2018 Profit Forecast of approximately GBP170 million. The Board firmly believes that Berendsen has the right strategy, management team and capital structure to deliver significant value for Berendsen's shareholders over the medium-term as an independent company."