Quadpack Industries (Euronext Growth: ALQP) and PSB Industries (a private company), both manufacturers and providers of packaging solutions to the global beauty industry, are happy to announce their project to combine the two groups as further described below (the 'Transaction').
A strategic combination
After the operation is completed, the group will be positioned among the Top 5 cosmetics packaging companies worldwide, boasting combined sales of around €350 million, over 2,000 employees, an industrial presence in six countries and operational and commercial operations in Asia, Europe and the Americas.
The complementary nature of the two businesses, when combined, will enable an improved service to beauty brands, with an even more complete value proposition. Headquartered in Brion, France, Texen creates bespoke packaging solutions for the luxury makeup and perfumery markets from its factories in France, Poland, Mexico and the US. Headquartered in Barcelona, Spain, Quadpack provides standard packaging solutions for the masstige skincare and makeup markets. Its factories in Germany and Spain are complemented by an extensive sales network in Europe, the US and Australia.
Together, Texen and Quadpack will be able to reach new territories, new market segments and a broader client base, with a comprehensive, creative and sustainable product offer, from ready-to-use ranges to tailor-made solutions. The companies are already aligned in their commitment to sustainability and their ambition to lead the beauty packaging sector's eco-transition.
Structure
The structure of the Transaction will result in PSB Industries acquiring 100% of ALQP's share capital on one single closing date.
PSB Industries has committed to acquire a stake representing a total of 77.66% of ALQP's share capital (the 'Controlling Block') from the main shareholders of ALQP1 (the 'Founders').
The transfer of the Controlling Block will be carried out through:
- A contribution in kind of 65.43% of ALQP's share capital in exchange for newly-issued PSB Industries shares. The exchange ratio will be based on a valuation of ALQP equal to €32 per share; and
- An off-market sale in cash of 12.23% of ALQP's share capital at the same price.
Separately, PSB Industries has committed to acquire a stake of 9.85% of ALQP's share capital from a minority shareholder (the 'Minority Stake') at the same price (to be paid in cash) and on the same terms as the Founders.
The completion of the acquisition of the Controlling Block and the Minority Stake will be contingent upon the approval of an 'asymmetric' capital reduction by shareholders at ALQP's general shareholders' meeting held on the same date. All minority shareholders of ALQP will be able to sell their shares at the same price (€32 per share).
This capital reduction will involve the redemption of all ALQP shares not included in the Controlling Block and the Minority Stake, in accordance with Articles 293 and 329 of the Spanish Companies Law (the 'Capital Reduction').
The acquisition of the Controlling Block and the Minority Stake and the implementation of the Capital Reduction are inter-conditional and will take place simultaneously upon the approval of the Capital Reduction, in September/October 2024, so that PSB Industries will acquire 100% of ALQP's shares on such date, after the simultaneous closing of these transactions (all completed based on the same share price).
The Transaction will enable PSB Industries to hold 100% of ALQP's shares and to subsequently delist ALQP from the Euronext Growth market. The Founders will become shareholders of PSB Industries and therefore remain involved in the future development and growth of the new group.
Next steps
The Board of Directors of ALQP will appoint an independent expert to draft a report and to review the fairness of the offered price (ie, €32) for the purposes of the Capital Reduction.
The Transaction is not subject to regulatory approval.
The market will be kept informed of the progress of discussions between Quadpack and PSB Industries, and further announcements will be made in due course, as appropriate.
-ENDS-
1 Including Eudald Holdings, S.L., the majority shareholder of ALQP.
Press contacts
Mario Moratalla
Atrevia
m.moratalla@atrevia.com
+34 667 633 841
Patricia Cobo
Atrevia
pcobo@atrevia.com
+34 659 736 124
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