Kremsmunster, Austria – Greiner has emerged as the third party with first refusal on Recticel's flex foam business if Kingspan's EUR 700m bid is successful.
Kingspan announced on 16 April that it had offered to buy Recticel for EUR 700m. However, Kingspan said it planned to spin off Recticel's flex foam business to an unnamed third party. At the time, Recticel asked for more information to better evaluate the deal.
Recticel shares were priced at EUR 7.48 ($6.62) at 9am on 16 April, before the bid was made public. That valued Recticel at EUR 413m with 55.247m shares outstanding. At publication, the share price was EUR 9.33, giving the company a value of EUR 515m.
Greiner is a privately owned Austrian company, based in Kremsmunster. Greiner and Recticel have been connected since the Eurofoam joint venture between them was formed in 1992.
According to the UTECH European Flexible Foam Map 2018, Recticel operates flexible foam plants at 16 locations across Europe, Eurofoam operates six separate locations. Greiner also operates a separate unit in Marchtrenk, Austria. Should Greiner buy the unwanted flexible foam assets from Kingspan, it would control 23 of the 169 flexible foaming locations in Europe.
However, to get its deal through, Kingspan has to persuade Recticel's shareholders that the deal offers better value than continuing with the existing management.
According to data on the EuroNext stock exchange, 66% of Recticel's shares are freely floating and owned predominantly by people with under 3% of the company. The largest shareholding block is owned by the Compagnie du Bois Sauvage with 28.17%. BNP Paribas Investment Partners and KBC Asset Management each own 3.1% of the company.
Under Recticel's articles of association, every time a company or person increases their shareholding by 5% they must tell the company and the Belgian Financial Services and Markets Authority.
According to its 2017 financial report, the latest which is available, Compagnie du Bois Sauvage said it 'did not exercise control over Recticel pursuant to IFRS 10 but has a significant influence'. The company also lists the Belgian foamer as a strategic investment in its accounts.
Currency conversion: mid-market rate XE.com at 16 April 2019.