LONDON: The GDR holders of Lenta Limited including TPG, through its investment vehicle Luna, Inc., and the European Bank for Reconstruction and Development (EBRD) agreed to sell their Lenta GDRs (representing in aggregate approximately 42% of Lenta’s voting rights) to Severgroup in private transactions which they negotiated directly with Severgroup.
The purchase price under each of the TPG and EBRD purchase agreements was US$ 3.60 per Lenta GDR. The Lenta Independent Directors did not participate in those negotiations and Lenta is not a party to those agreements, a notice issued to London Stock Exchange (LSE) said.
Severgroup has confirmed in the offer announcement that, other than pursuant to the TPG and EBRD purchase agreements, it has not acquired or agreed to acquire any Lenta Securities during the 12-month period prior to the offer announcement.
Severgroup has accordingly complied with the pricing requirements in the Lenta Articles by releasing the offer announcement, which states that Severgroup will make the offer to all Lenta Securityholders at a price of US$ 3.60 per Lenta GDR and US$ 18.00 per Lenta share, if completion occurs under the TPG purchase agreement.
The Lenta Independent Directors confirm that Magnit, a Russian retailer, approached Lenta on March 11th to explore the merits of a possible combination. High-level communications have since taken place between Magnit and the Lenta Independent Directors regarding a possible transaction, but Magnit has failed to provide precision around the structure, timing and deliverability of any such transaction, notwithstanding repeated requests from the Lenta Independent Directors to do so.
On 1st April, after agreements had been reached by Severgroup with each of TPG and EBRD, and shortly before the offer announcement was released, Lenta received an indicative, non-binding proposal from Magnit to acquire 100% of Lenta’s business for an all-cash consideration corresponding to US$1.779 billion and implying an equivalent value of US$ 3.65 per Lenta GDR.
The Lenta Independent Directors have asked Magnit to confirm whether it wishes to pursue a transaction with Lenta in light of Severgroup agreeing to acquire Lenta GDRs carrying approximately 42% of Lenta’s voting rights from TPG and EBRD and, if so, to provide clarity around the timing, conditionality and deliverability of any such transaction and precisely what Magnit is proposing to acquire. Magnit has not yet provided those details.
The Lenta Independent Directors will seek to ensure that any bona fide competing offer for Lenta is conducted in accordance with the Lenta Articles.[the_ad id=”31605″]