FRANCE - AXA falls short of 95% to delist Camaïeu

Fay
14 February 2006

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On 31 January 2006, AXA Private Equity (AXA PE) launched a simplified tender offer for Camaïeu’s remaining 47.2% floating on Euronext Paris. As previously, the shares were offered at EUR 130. The tender offer closed last night on 13 February 2005 leaving newco Modamax, in which AXA PE has majority shares, with 64.6% of Camaïeu’s share capital and 74.1% of its voting rights. Although AXA PE declares that it is ‘satisfied’ to exceed the majority of two-thirds in voting rights, it is still a long way from having achieved the necessary 95% to delist.

On 29 December, AXA PE acquired a further 10.4% shareholding in Camaïeu from Sandell Asset Management, through the newco Modamax. Funds managed by AXA PE own majority shares in this holding company, which was formerly known as Financière Addax. Modamax purchased the 632,273 Camaïeu shares held by Castlerigg Master Investments Ltd, an investment fund managed by Sandell Asset Management Corp, at a price of EUR 130 per share. Following this acquisition, Modamax holds 52.8% of the share capital and 64.7% of the voting rights of Camaïeu.

On 31 January 2005, AXA PE acquired 39.8% of the Camaïeu’s capital and 55.1% of the voting rights, representing a controlling block of shares. The Torck and Giraud-Verspieren families, together with certain members of Camaïeu's management team, sold their direct and indirect interests at a price of EUR 85 per share. The debt facilities were underwritten by Calyon and the Royal Bank of Scotland. At this time, Financière Addax began proceedings for a planned public tender offer for all Camaïeu shares it did not already own. However, the UK management group Sandell acquired 10.43% of Camaïeu’s capital at the last minute, stating that it would continue to purchase tickets in the company over the next 12 months, thus preventing AXA’s delisting of Camaïeu.

Camaïeu sells clothing for women aged 20-40 and has a chain of 490 stores in eight countries. Consolidated sales stood at EUR 393m in 2004 and climbed to EUR 476m in 2005, representing a 21% increase. The group was founded in 1944 and employs more than 3,000 staff. The company’s headquarters are in Roubaix. Over 2006, the Camaïeu is aiming to open a further 30-40 shops in France and internationally.