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Lectra signs the agreement to acquire Gerber Technology
The two companies reach a key milestone
in their combination.
Paris, March 25, 2021 – Lectra has entered into an acquisition agreement and plan of merger with AIPCF VI LG Funding LP (“AIPCF VI LG”), an affiliate of American Industrial Partners (AIP), for the transfer of ownership of Gerber Technology to Lectra, subsequent to today’s approval of the transaction by Lectra’s Board of Directors.
This contract, which outlines the terms agreed upon by the two companies, comes pursuant to the memorandum of understanding announced February 8, 2021, as well as conclusion of the consultation procedure with the French work council of Lectra.
The transaction remains subject to clearance by the American regulatory authority, who is expected to render its decision by April 26, 2021.
As announced on February 8, 2021, Lectra would acquire all outstanding shares of Gerber Technology on a cash-free debt-free basis for an upfront payment of 175 million euros – financed through a 140 million euros loan underwritten by three banks and the Group’s available cash – plus 5 million newly issued Lectra shares to AIPCF VI LG, Gerber Technology’s sole shareholder. This would represent a total amount of about 300 million euros based on Lectra’s closing share price on February 5, 2021.
Lectra shareholders would be invited to vote to approve the transaction and the issuance of 5 million new Lectra shares reserved for AIPCF VI LG at a dedicated Extraordinary Shareholders’ Meeting which is currently expected to be held on April 30, 2021. A report containing additional information would be made available to the shareholders prior to the Extraordinary Shareholders’ Meeting.
The acquisition is expected to become final following the Extraordinary Shareholders’ Meeting, subject to approval by both shareholders and the American regulatory authority.
The issuance of the 5 million new Lectra shares would not be documented via a prospectus filed with the French financial markets authority (Autorité des Marchés Financiers). A 1% shareholder ownership stake in Lectra before the transaction would be revaluated to 0.87% after the issuance of the new shares.
“By signing the Gerber Technology acquisition agreement, we have taken an important step towards our goal of becoming a key player in Industry 4.0 for the fashion, automotive and furniture industries. We are eager to join efforts and combine the resources of our two companies so that we can unleash the full potential of this union for our customers and our shareholders,” states Daniel Harari, Chief Executive Officer, Lectra.
Upon conclusion of the transaction, Daniel Harari would hold 14.6% of Lectra’s shares and AIPCF VI LG would hold 13.3%.
Furthermore, in accordance with the terms of the acquisition agreement, in particular the stable shareholding agreement between AIPCF VI LG and Lectra, the Board of Directors would welcome a director representing AIPCF VI LG, subject to the approval of the Shareholders’ Meeting. It is specified that, under the terms of this agreement, no parties have engaged in concerted action.
For companies that breathe life into our wardrobes, car interiors, furniture and more, Lectra is crafting the premium technologies that facilitate the digital transformation of their industry. Lectra’s offer empowers brands, manufacturers and retailers from design to production, providing them with the market respect and peace of mind they deserve. Founded in 1973, today Lectra has 34 subsidiaries across the globe, serving customers in over 100 countries. With over 1,700 employees, Lectra reported revenues of €236 million in 2020. Lectra is listed on Euronext Paris (LSS).
For more information, please visit www.lectra.com.
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