Derichebourg S.A. (“Derichebourg”) has filed with the French
Financial Markets Authority (the Autorité des Marchés Financiers)
an amendment to its universal registration document
Paris, France — June 7, 2021
Derichebourg S.A.
(“Derichebourg”) has filed with the French
Financial Markets Authority (the Autorité des Marchés Financiers)
an amendment to its universal registration document, which
includes, among other things, information related to the previously
announced acquisition by its subsidiary Derichebourg Environnement
of 100% of the capital of Groupe Ecore Holding S.A.S. (together
with its subsidiaries, “Ecore”). This press
release presents selected highlighted information from the
amendment, which can be found on Derichebourg’s website at
www.derichebourg.com.
Description of Ecore
Ecore is one of the leading French metal
recycling companies, integrated from the collection of waste to the
sale of recycled materials. As of March 31, 2021, Ecore operated at
83 sites in the world, mainly in France, with other sites in
Belgium, Switzerland, Romania, Hungary and Luxembourg. Ecore
primarily sells ferrous metals such as scrap iron (81% of volumes
sold for the twelve months ended March 31, 2021), non-ferrous
metals such as aluminum, stainless steel, copper and brass (6% of
volumes sold for the twelve months ended March 31, 2021), other
materials, such as paper, plastic and cardboard (12% of volumes
sold for the twelve months ended March 31, 2021) and battery lead
(1% of volumes sold for the twelve months ended March 31, 2021).
Ecore focuses primarily on: (i) collecting waste through its large
and dense local networks; (ii) employing its industrial facilities
to sort and process the waste it collects and to provide its
customers with large volumes of quality recycled materials; and
(iii) leveraging its logistical capabilities and access to deep-sea
harbors to promptly respond to market conditions in the areas in
which it operates.
For the twelve months ended March 31, 2021,
Ecore generated €1,067.4 million of revenue and EBITDA of €77.5
million, and sold 2,460,000 tons of ferrous metal and 235,000 tons
of non-ferrous metals. Ecore has approximately 1,300 employees.
Strategic interest of the
transaction
The Derichebourg group wishes to increase its
presence in the European and global market for the sale of ferrous
metals and non-ferrous metals, because it firmly believes that
demand will continue to grow in the years to come, as the use of
recycled raw materials helps to limit global warming when compared
to metal production using an equivalent amount of non-recycled raw
materials.
Selected financial and operational
information for the combined group
Assuming the acquisition is completed, and
subject to any undertakings that may be negotiated with the
relevant anti-trust authorities, certain selected financial and
operational figures for the new combined group would be as
follows:
Pro forma revenue |
€3,880 million |
(1) |
Pro forma Recurring EBITDA |
€341
million |
(1) |
Pro forma Recurring EBITDA adjusted for
anticipated synergies |
€362
million |
(1) |
Annual volume of sold ferrous
metals |
5,963
kt |
(1) |
Annual volume of sold non-ferrous
metals |
812
kt |
(1) |
Estimated market share for metal waste
recycling in France |
30%
to 35% |
|
Employees |
43,300 |
|
Of which recycling employees |
4,300 |
|
|
|
|
(1) : for the 12 month period ended
March 31, 2021 |
|
|
Pro forma financial
information
Selected information from the pro forma income
statement and balance sheet are annexed to this press release.
Synergies
The Derichebourg group has estimated that it
could achieve synergies in an aggregate amount of €21 million with
the acquisition of the full Ecore group, of which €11 million is
related to savings in transportation costs due to an improved
territorial network. The Derichebourg group intends to reinvest a
significant portion of the expected synergies into investments
having a positive environmental impact as well as an economic
benefit, which will be made possible as a result of the improved
territorial network.
Leverage ratio and
liquidity
The group’s leverage ratio (Net debt/adjusted
recurring EBITDA for the 12 months ended March 31, 2021) would be
2.2x, and the liquidity margin of the Derichebourg group after the
entry into the financing for the acquisition and after completing
the acquisition would be greater than €500 million.
Expected timing of completion for the
transaction
The pre-notification file is being reviewed by
the DG-COMP in Brussels.
The completion of the acquisition is expected
between September and December 2021.
Cautionary statement
This press release constitutes a public
disclosure of inside information by Derichebourg under Regulation
(EU) 596/2014 (16 April 2014) and Implementing Regulation (EU) No
2016/1055 (10 June 2016).
Forward-looking statements
This press release may include forward-looking
statements. These forward- looking statements can be identified by
the use of forward-looking terminology, including the terms
“believes”, ‟estimates”, ‟anticipates”, “expects”, “intends”,
“may”, “will” or “should” or, in each case, their negative, or
other variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts and
include statements regarding Derichebourg’s or its affiliates’
intentions, beliefs or current expectations concerning, among other
things, Derichebourg’s or its affiliates’ results of operations,
financial condition, liquidity, prospects, growth, strategies and
the industries in which they operate. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Readers are cautioned that forward-looking
statements are not guarantees of future performance and that
Derichebourg’s or its affiliates’ actual results of operations,
financial condition and liquidity, and the development of the
industries in which they operate may differ materially from those
made in or suggested by the forward- looking statements contained
in this press release. In addition, even if Derichebourg’s or its
affiliates’ results of operations, financial condition and
liquidity, and the development of the industries in which they
operate are consistent with the forward-looking statements
contained in this press release, those results or developments may
not be indicative of results or developments in subsequent
periods.
The forward-looking statements and information
contained in this announcement are made as of the date hereof and
Derichebourg undertakes no obligation to update publicly or revise
any forward-looking statements or information, whether as a result
of new information, future events or otherwise, unless so required
by applicable securities laws.
Annex: Selected figures from the pro
forma income statement and balance sheet
Selected pro forma income statement
information
(in millions of euros) |
Pro forma for the 12 months ended March
31, 2021 |
Pro forma for the year ended September 30,
2020 |
Change |
|
|
|
|
Revenue |
3,879.7 |
3,345.2 |
16.0% |
Of which Environmental Services |
3,057.5 |
2,508.0 |
21,9% |
Of which Multiservices |
821.1 |
836.2 |
(1.8%) |
|
|
|
|
Recurring EBITDA |
341.0 |
229.7 |
48.5% |
Of which Environmental Services |
302.2 |
194.8 |
55.1% |
Of which Multiservices |
45.7 |
44.0 |
3.9% |
|
|
|
|
Recurring operating profit |
177.4 |
68.9 |
157.4% |
Of which Environmental Services |
167.7 |
62.9 |
166.5% |
Of which Multiservices |
20.0 |
18.1 |
10.3% |
|
|
|
|
Non-recurring items, net |
0.8 |
4.9 |
(83.7%) |
|
|
|
|
Operating profit |
178.2 |
73.8 |
141.3% |
|
|
|
|
Net financial expenses |
(29.7) |
(42.4) |
(30.0%) |
Foreign exchange and other gains and losses |
(2.5) |
(3.0) |
(14.6%) |
|
|
|
|
Profit before taxes |
146.0 |
28.4 |
413.2% |
|
|
|
|
Pro forma balance
sheet
(in millions of euros) |
March 31, 2021pro forma |
Goodwill |
510.7 |
Intangible assets |
7.9 |
Right of use intangible assets |
3.6 |
Property, plant and equipment |
679.6 |
Right of use tangible assets |
264.7 |
Financial assets |
23.9 |
Investments in associates and
joint-ventures |
11.6 |
Deferred tax |
71.0 |
Total non-current
assets |
1,573.0 |
Inventories |
210.9 |
Trade
receivables |
480.7 |
Tax receivables |
5.7 |
Other assets |
100.3 |
Financial assets |
20.0 |
Cash and cash
equivalents |
336.2 |
Financial instruments |
1.4 |
Total current assets |
1,155.1 |
Total non-current assets and groups of assets held for
sale |
0.8 |
Total assets |
2,728.9 |
(in millions of euros) |
March 31, 2021pro forma |
Group shareholders’ equity |
595.1 |
Non-controlling
interests |
7.4 |
Total shareholders’ equity |
602.4 |
Financial borrowings and debts |
875.5 |
Provision for pensions and similar benefits |
52.0 |
Other provisions |
41.8 |
Deferred taxes |
25.3 |
Other liabilities |
4.9 |
Total non-current liabilities |
999.5 |
Financial borrowings and debts |
242.0 |
Provisions |
5.8 |
Trade payables |
579.1 |
Tax payables |
29.7 |
Other liabilities |
268.5 |
Financial instruments |
1.9 |
Total current liabilities |
1,127.0 |
Total liabilities related to a group of assets held for
sale |
0.0 |
Total liabilities |
2,728.9 |
- Phoenix _ New Green - Cleansing Press Release (EN)
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