Next Private B.V. reached an agreement to acquire Altice Europe N.V. (ENXTAM:ATC) from Next Alt S.a.r.l., funds managed by Lucerne Capital Management, LP., Sessa Capital and others for approximately 6.4 billion on September 11, 2020. Under the terms, Next Private will pay 4.11 cash per share for all common shares A and common shares B. As of December 16, 2020, Next Private B.V. increased offer price 5.35 per shares. Next Private B.V. has entered into a term loan credit agreement, which will provide credit in the form of term loans in an aggregate principal amount providing Next Private sufficient funds for payment of the offer price and payment of fees, costs and expenses in relation to the transaction. The Offeror shall fund the Increased Offer Price through third-party debt financing and, to the extent necessary, equity financing. The term loan credit agreement is fully committed on a "certain funds" basis by BNP Paribas. Currently, Next Alt S.a.r.l., parent of Next Private B.V. holds 77.58% stake in Altice Europe. Following the offer, Next Private wishes to delist Altice Europe. Following completion of the offer, Next Private may acquire the remaining shares through statutory squeeze-out proceedings. Boussard & Gavaudan, Diameter, Elliott, LB Partners, Lucerne, Sessa, Sheffield and Winterbrook commit to tender their Listed Shares into the Offer. Non-conflicted board members continue to fully support and recommend the Offer.
At least two independent Non-Executive Directors will continue to serve on the Board for at least the duration of the Non-Financial Covenants and shall be tasked with monitoring compliance with the Non-Financial Covenants. There will be no reduction of Altice Europe N.V.'s operating companies' workforce and no material reduction of Altice Europe's workforce is expected because of the transaction. The transaction is subject to Autoriteit Financiële Markten having approved the offer memorandum. The transaction is also subject to minimum acceptance level of at least 95% Altice Europe shares, approval from shareholders of Altice Europe and certain customary conditions. The transaction was unanimously approved by the Board of Altice Europe N.V. As of November 30, 2020, Lucerne Capital Management objected to the offer. It believes that the structure of the offer is unlawful under Dutch law and violates the rights of minority shareholders. Board of Altice Europe unanimously approved the transaction. As of November 24, 2020, the meeting of shareholders of Altice Europe N.V. is scheduled to take place on January 7, 2021. The offer period will commence from November 25, 2020 to January 21, 2021. As of December 7, 2020, Lucerne Capital filled a petition with the Enterprise Chamber of the Amsterdam Court of Appeals arguing that the consideration is undervalued. The petition of Lucerne asks for an inquiry of the offer. The court hearing will take place on December 23, 2020. Altice Europe says it is confident in the outcome of this procedure. Lucerne Capital is not, however, alone in opposing Patrick Drahi's project. Sessa Capital and other shareholders are also seeking to block the transaction. As of January 7, 2021, the transaction was approved by Altice Europe shareholders. As of January 11, 2021, the board of Altice Europe approved the transaction. The transaction is expected to complete in first quarter of 2021. The Offer Period is set to expire on January 21, 2021.
Compagnie Financière Lazard Frères SAS and a team led by Gaby Smeenk and Martin van Olffen including Sven Dumoulin, Paul Sleurink, Barbara Kloppert and Maikel van Wissen of De Brauw Blackstone Westbroek N.V. acted as financial and legal advisor respectively to Altice Europe N.V. LionTree Advisors, LLC and Bierman Femke, de Brauw, Christiaan J.C. de Groodt, Jort, de Groot, Reinier, Valk and Olivier of Allen & Overy LLP acted as financial and legal advisor respectively to non-executive members of the Board of Altice. Luther represented by Eric Sublon and Bob Scharfe, NautaDutilh N.V. and Ropes & Gray International LLP acted as legal advisor to Next Private B.V. BNP Paribas acted as financial advisor to Next Private. Compagnie Financière Lazard Frères SAS provided fairness opinion to the Board and LionTree Advisors, LLC provided fairness opinion to the Non-Executive Directors of Altice Europe. BNP Paribas also acted as a financial advisor to Patrick Drahi majority shareholder of Altice Europe. Laurent Borey and Nicolas Danan of Mayer Brown acted as legal advisors to Next Alt S.a.r.l. JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor to Next Private B.V. in the transaction. Mayer Brown LLP acted as legal advisor to Next Private B.V. in the transaction. Citigroup Inc. (NYSE:C) acted as a fairness opinion provider to Altice.
Next Private B.V. completed the acquisition of 95.3% stake in Altice Europe N.V. (ENXTAM:ATC) from Next Alt S.a.r.l., funds managed by Lucerne Capital Management, LP., Sessa Capital and others for approximately 6.1 billion on January 26, 2021. Dirk-Jan Duynstee, Jan-Hendrik Horsmeier, Tiemen Drenth, Robin Traas and Johanneke Butijn of Clifford Chance LLP acted as legal advisor to Lucerne Capital Management, LP.