Wendel Sells 6.7% Stake in Bureau Veritas through Three-Year Pre-Financed Forward Sale
Deal News | Mar 11, 2025 | Globenewswire
Wendel has orchestrated a strategic transaction involving a three-year pre-financed forward sale of a 6.7% stake in Bureau Veritas, coupled with a call spread operation to retain partial upside exposure. This maneuver, facilitated in collaboration with BNP Paribas and Morgan Stanley Europe SE, aligns with Wendel's strategy to bolster financial flexibility by lowering its loan-to-value ratio to approximately 17%, post-operation. Wendel will retain 26.5% ownership and 41.2% voting rights in Bureau Veritas until the transaction's physical settlement in 2028. The immediate liquidity generated from this operation is intended to propel Wendel's transition towards a dual investment and asset management model, promising enhanced shareholder returns. Legal advisories were provided by Cleary Gottlieb Steen & Hamilton LLP and d'Angelin & Co., with Clifford Chance LLP advising the banks involved. The announcement specifies stringent geographical restrictions on the transaction, notably excluding the United States, Australia, and Japan from the sale process.
Sectors
- Private Equity
- Financial Services
- Inspection and Certification Services
Geography
- France – Both Wendel and Bureau Veritas are headquartered in France, which plays a central role in the transaction described.
- Europe – BNP Paribas and Morgan Stanley Europe SE contributed from a European base, emphasizing the transaction's regional significance.
Industry
- Private Equity – Wendel, a key player in the private equity industry, structured a forward sale of their investment in Bureau Veritas.
- Financial Services – BNP Paribas and Morgan Stanley Europe SE's involvement in the structured operations highlights the financial services industry's role in orchestrating complex financial transactions.
- Inspection and Certification Services – Bureau Veritas operates within this sector, and the transaction involves a significant number of its shares being transacted.
Financials
- 6.7% – Represents the percentage of Bureau Veritas shares involved in the forward sale.
- 17% – Projected loan-to-value (LTV) ratio for Wendel following the transaction.
- 30,357,140 shares – The total number of Bureau Veritas shares involved in the transaction.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| Wendel | Seller | Company | Wendel is a French investment group undertaking the forward sale of Bureau Veritas shares. |
| Bureau Veritas | Target company | Company | Bureau Veritas, a company focused on testing, inspection, and certification services, is the subject of the equity transaction. |
| BNP Paribas | Financial Advisor/Bookrunner | Company | BNP Paribas acts as the main financial advisor and bookrunner in the forward sales transaction. |
| Morgan Stanley Europe SE | Call Spread Advisor | Company | Morgan Stanley is involved in the call spread operation designed to allow Wendel to retain partial upside exposure. |
| Cleary Gottlieb Steen & Hamilton LLP | Legal Advisor | Company | Provided legal services to Wendel for the transaction. |
| d'Angelin & Co. | Legal Advisor | Company | Collaborated with Cleary Gottlieb to provide legal advisory services to Wendel. |
| Clifford Chance LLP | Legal Advisor | Company | Provided legal advice to the banks involved in the transaction. |