HNA is a privately owned Fortune Global 500 Corporation headquartered in Haikou with operations in the aviation sector, infrastructure and real estate, financial services, tourism and logistics.
HAIKOU, PEOPLE’S REPUBLIC OF CHINA and ZURICH, SWITZERLAND – HNA Group Co., Ltd. and gategroup Holding AG jointly announced that the two companies have entered into a definitive transaction agreement pursuant to which HNA will launch an all cash public tender offer for all publicly held registered shares of gategroup at a price of CHF 53 per share. On a fully diluted basis, the offer price values gategroup at an equity value of approximately CHF1.4 billion.
HNA is a privately owned Fortune Global 500 Corporation headquartered in Haikou with operations in the aviation sector, infrastructure and real estate, financial services, tourism and logistics. HNA has a strong track record in investing in international companies around the globe. The addition of gategroup fits perfectly with HNA’s existing services portfolio and is a key building block in its strategy to accelerate the global expansion by establishing an increased presence in aviation related industries and services sectors. Adam Tan, Vice Chairman and Chief Executive Officer of HNA, said: “We are excited of welcoming gategroup to the HNA family and look forward to jointly embarking on the next stage of gategroup’s development. Our offer delivers an attractive proposal for all of gategroup’s stakeholders, providing shareholders with an attractive premium in cash, offering management and employees good career opportunities in one of the world’s largest aviation groups and underpinning gategroup’s long-term development with a responsible industrial ownership structure.”
Upon completion of the public tender offer, HNA intends to delist gategroup from the SIX Swiss Exchange and operate the company as an autonomous portfolio company within the HNA group. HNA is committed to retaining gategroup’s headquarters in Switzerland and supporting gategroup’s Gateway 2020 strategy as a responsible industrial owner with a long-term investment horizon.
The Board of Directors of gategroup has unanimously resolved to support the public tender offer by HNA and to recommend the acceptance of HNA’s public tender offer to gategroup’s shareholders. The Board of Directors noted that a combination with HNA has significant strategic, operational and financial advantages for gategroup. Andreas Schmid, Chairman of the Board of Directors of gategroup comments: “The offer reflects the fair and adequate value and quality built by gategroup. It makes strategic sense that our company will become part of HNA, one of the leading providers of airport and aviation services worldwide. HNA has extensive expertise in the aviation industry, and its strong footprint in Asia will help gategroup to expand significantly in this fast growing region, where gategroup has strategic headroom.”
Building upon its successful track record, HNA will provide gategroup with relevant industrial expertise as owner and business partner, not only based on its experience in airline, airline-related and, in particular, airline catering businesses but also given its emerging market heritage and pan-Asian footprint and company network. Xavier Rossinyol, Chief Executive Officer of gategroup, added: “Beyond our shareholders, this transaction is a great next step for all gategroup employees. A strong shareholder will give stability and continuity to the group’s new strategy. Also for our customers, partners and suppliers, the strength of HNA in the key areas of the industry and especially in Asia will help gategroup to further strengthen our global network, while keeping the highest industry standards. We will remain independently managed and headquartered in Switzerland.”
The public offer is subject to a minimum acceptance condition of 67% and the approval of all competent regulatory and merger control authorities and other customary closing conditions. The main offer period is expected to commence on or about 27 May 2016 and to end on or about 23 June 2016, followed by the additional acceptance period expected to commence on or about 30 June 2016 and to end on or about 13 July 2016.
gategroup’s Annual General Meeting scheduled for 14 April 2016 and the Q1 2016 results announcement scheduled for 19 May 2016 will take place as communicated.
Credit Suisse is acting as financial advisor and Homburger AG as legal advisor to gategroup. UBS is acting as financial advisor to HNA and as offer manager in the context of the public tender offer, Bar & Karrer is acting as legal advisor.
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