Guangdong Wencan Die Casting Co., Ltd. (SHSE:603348) made an offer to acquire 62% stake in Le Bélier SA (ENXTPA:BELI) from Copernic SAS, Philippe Galland and Philippe Dizier for approximately €250 million on December 8, 2019. Guangdong Wencan Die Casting Co., Ltd. signed a share purchase agreement to acquire 62% stake in Le Bélier SA from Copernic SAS, Philippe Galland and Philippe Dizier for a transaction value of approximately €250 million on January 8, 2020. Under the terms of the acquisition, Guangdong will pay €38.18 per share of Le Bélier, subject to usual adjustments at closing. As of July 1, 2020, Guangdong Wencan Die Casting Co., Ltd. (SHSE:603348) made changes in agreement to acquire 62% stake in Le Bélier SA (ENXTPA:BELI) from Copernic SAS, Philippe Galland and Philippe Dizier for approximately €140 million. Guangdong Wencan Die Casting Co., Ltd. will acquire 57.68% from Copernic SAS for €35.12 per share and 4.28% stake from Philippe Galland, Philippe Dizier for €38.18 per share. Upon completion of the acquisition, Wencan will have to file a simplified mandatory takeover bid on the remaining share capital of Le Belier at the same price of €38.18 per share. Upon completion of the transaction, Copernic SAS and Philippe Dizier will cease to hold a stake in Le Belier. The transaction was financed using Wencan ‘s own funds for up to 60% and bank financing secured with Societe Generale and the Industrial Bank of China for the balance. Sellers and Wencan have granted each other a break-up fee of upto 5% of the acquisition price.

The transaction is subject to the review of the French Market Authority, regulatory approvals in France and China, anti-trust clearance from the German and Slovakian competition authorities and the approval by a majority of two thirds of the voting rights of the shareholders of Wencan, it being specified that the controlling shareholders of Wencan, representing approximately 68.18% of the share capital of Wencan have granted irrevocable voting undertaking to vote in favour of the acquisition. The Board of Directors of Le Belier unanimously approved the transaction on December 8, 2019. As of March 8, 2020, the German antitrust agency has approved the acquisition. As of May 19, 2020, Slovakia Anti-Monopoly Regulator approved the transaction. On June 19, 2020, the Board of Directors of Guangdong Wencan Die Casting Co., Ltd. approved the deal. As on June 19, 2020, Philippe Dizier transferred 0.269265 million shares of which 0.228875 million shares were tradable shares and 0.04039 million shares are locked shares and will be delivered on the lock-up share delivery date. The other 0.0021 million will be held through the employee shareholding plan and will be sold through the offer process, holding a total of 0.271365 shares. On July 1, 2020, Guangdong Wencan Die Casting held meeting and board of directors reviewed and approved the proposal. As of July 20, 2020, The transaction has been approved by the shareholders of Guangdong Wencan Die Casting Co., Ltd. The transaction is expected to complete within the first half of 2020.

Lazard Freres acted as exclusive financial advisor, BDGS Associes and Fangda Partners acted as legal advisors to Le Belier while China Securities acted as financial advisor, Alan Mason, Yuxin Shen, Christel Cacioppo, Stéphanie Corbière and Ninette Dodoo of Freshfields Bruckhaus Deringer and Zhong Lun Law Firm acted as legal advisors to Wencan in the transaction. Anne-Valérie, Attias-Assouline, Nicolas Arfel, Sarah Dezes, Jérôme Gertler, Claire Pascal-Oury, Bernard Borrely and Sophie Desvallées of PwC Société d'Avocats acted as legal advisors to Le Bélier. Arnaud Dreuillet of SG Corporate & Investment Banking acted as financial advisor to Guangdong Wencan Die Casting Co., Ltd. (SHSE:603348) in the transaction.