AccorHotels announces the launch of a Tender Offer for 100% of Orbis shares

AccorHotels announces that today 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% premium over the closing price of the day prior to the announcement,
a 11% premium over the volume-weighted average price of the last 3 months,
a 3% premium over the volume weighted average price of the last 6 months.
Assuming AccorHotels acquires 100% of the shares it does not currently own, the overall
cash consideration would amount to EUR442m (PLN1.9bn).
Sebastien 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, includingreplication 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% of the share capital of Orbis, AccorHotels intends to proceed with a
squeeze-out of the minority shareholders of the Company.