Transaction followed by a public delisting offer for the RDM group
RDM, leader in the circular economy, represents Apollo’s first investment from its Impact platform
NEW YORK, July 05, 2021 (GLOBE NEWSWIRE) – Apollo Global Management, Inc. (NYSE: APO) (together with its consolidated subsidiaries, “Apollo” or the “Company”) announced today that certain funds managed by its affiliated companies (the “Apollo Funds”) have entered into definitive agreements to acquire a majority stake in Reno De Medici SpA (“RDM”, or the “Company” or “the Issuer” (BIT: RM / BME: RDM), a leading producer of recycled cardboard in Europe.
Apollo Funds will acquire approx. 67% stake in RDM of the two main shareholders of the Company, Cascades inc. (TSX: CAS) and the Caisse de dépôt et placement du Québec at a price of 1.45 EUR per share (without adjustment, except as detailed below), i.e. a participation of 24% premium to the 90-day volume-weighted average. The transaction, which is subject to the customary closing conditions detailed below, is expected to close by the third quarter of 2021. Upon closing, Apollo will launch a mandatory takeover bid for the remaining shares, in the aim to withdraw the Company.
RDM is the leading producer of coated recycled cardboard in Italy, France and the Iberian Peninsula, and the second largest producer in Europe. With 100% of products made from recycled materials, RDM plays a central role in increasing sustainability and contributing to a circular economy by minimizing waste, emissions and consumption of raw materials and water. This year, the RDM group acquired factories in Spain, which just closed last week, and agreed to acquire factories in the Netherlands which, at closing, will expand its operations to nine factories and five specialized centers of cutting and laminating across Europe and the United States. Apollo expects the RDM Group to continue to benefit from increasing changes in consumer preferences and EU-wide regulations supporting the use of sustainable recycled fibers.
“Already one of the main European leaders in recycled cardboard, RDM is well positioned for continued growth as more companies replace plastics with sustainable packaging. We see RDM as a proven platform for inorganic growth and look forward to working with Michele and the leadership team as they evolve the business for greater positive environmental impact, ”said Marc Becker, Partner principal and co-leader of Apollo Impact. “As an inaugural investment led by the Apollo Impact platform, RDM reflects our strategy of finding good companies where we believe we can generate financial and impact performance to increase their beneficial effects on society and the planet. “
“We are delighted to be working with Apollo throughout this next phase of growth for RDM. Over the past five years, our exceptional team has made significant progress in scaling our platform and optimizing our operations across Europe ”said Michele Bianchi, CEO of RDM Group . “Looking ahead, we are also excited about Apollo’s shared commitment to the circular economy, of which we are both contributors and beneficiaries. We look forward to building on our ambitious Sustainable Development Goals to shape a better future for all of our stakeholders. “
Andrea Moneta, Apollo Senior Advisor for Italy, added: “RDM highlights the important role Italy plays in building a more sustainable global economy and Apollo’s commitment to working with the best companies , Italian entrepreneurs and management teams to support their long-term growth.
About the operation
Rimini BidCo Srl (“Rimini”), a newly formed company owned by the Apollo Funds, and the two principal shareholders of RDM, Cascades Inc. and the Caisse de dépôt et placement du Québec, have entered into sale and purchase agreements which provide for the purchase by Rimini of a total of 251,974,385 RDM ordinary shares, corresponding to approximately 67% of its share capital, at a price of EUR 1.45 per share, this price will not be subject to ” adjustments, except in the event of potential impairment losses (such as possible dividends, returns of capital or other similar distributions of profits or assets to sellers or, to the extent applicable, other potential leaks, better identified in share purchase agreements), provided that RDM’s 2020 dividend that was paid to shareholders in May 2021 will not be considered a leak (the “Price Per Share”).
The completion of the transaction (the “Closing”) is subject to the fulfillment of certain conditions precedent, as better described in the share purchase agreements, concerning, among other things: (i) obtaining the necessary antitrust authorizations , and (ii) the absence of orders in force by any competent government authority prohibiting the transaction. The closing is expected to take place in the third quarter of 2021.
As indicated above, at the Closing, Rimini will hold 251,974,385 Shares, i.e. approximately 67% of the Issuer’s share capital and, therefore, in accordance with Articles 106, paragraph 1 and 109 of the TUF, will be required to launch a compulsory takeover bid. (the “Mandatory Offer”) on all remaining RDM shares at the highest Price Per Share paid to one of the sellers.
The subject of the Binding Offer is the delisting of the Issuer. In the event that the delisting should not be carried out following and as a result of the Mandatory Offer, the delisting may also be carried out by a merger of the Issuer with Rimini or another company controlled by the Apollo Funds.
Rimini will finance the transaction, including any potential refinancing of the Issuer’s existing debt, through a combination of its own cash resources and fully committed debt financing from leading international banks.
Finally, it is specified that there are 241,114 convertible savings shares of the Issuer not listed on a regulated market which, in accordance with the provisions of the Articles of Association of the Issuer, are convertible into ordinary shares at the request of the holders concerned in February. and September of each year. In the event of the launch of the Mandatory Offer, the Mandatory Offer will also include all ordinary shares resulting from the conversion of the aforementioned convertible savings shares (insofar as these shares are converted before the expiration of the Mandatory Offer) .
Allen & Overy and Paul, Weiss, Rifkind, Wharton & Garrison acted as legal advisers for Apollo. Jones Day acted as legal advisor and Rothschild & Co. acted as financial advisor to Cascades Inc. Latham & Watkins acted as legal advisor for the Caisse de dépôt et placement du Québec.
About Apollo Impact
Launched in 2020, the Apollo Impact platform draws on the expertise of the firm’s main private equity franchise. Apollo Impact seeks to differentiate itself in the market by seeking large-scale impact through opportunities in late-stage companies in five key areas: economic opportunity; education; health, safety and well-being; industry 4.0; and climate and sustainability. Apollo has a long history of ESG screening and engagement spanning over a decade. The platform is led by co-directors Marc Becker and Joanna Reiss and Impact president Lisa Hall. Earlier this year, the firm announced the creation of the Apollo Impact Advisory Board, made up of 12 diverse professionals with expertise and experience in impact investing and / or the platform’s strategic focus areas.
Apollo is a high growth global alternative asset manager. We seek to provide our clients with excess return at every step of the risk-return spectrum, from investment grade to private equity, by focusing on three business strategies: return, hybrid and opportunistic. Through our investing activity on our fully integrated platform, we meet the retirement income and financial performance needs of our clients, and we deliver innovative capital solutions to businesses. Our patient, creative and knowledgeable approach to investing aligns our clients, the companies we invest in, our employees and the communities we impact on, to expand opportunities and drive positive results. As of March 31, 2021, Apollo had approximately $ 461 billion in assets under management. For more information, please visit www.apollo.com.
About the RDM Group
The RDM group is the second European producer of recycled coated board, the largest in Italy, France and the Iberian Peninsula. The group is currently listed on the Star segment of Borsa Italiana SpA and the Madrid Stock Exchange. The RDM group’s headquarters are in Milan but it has a strategic international presence thanks to its manufacturing plants, sheet metal centers and a sales network active in 70 countries. The RDM group’s product portfolio mainly consists of recycled cardboard, used primarily for packaging and folding boxes in all major product sectors.
Apollo contact details
Peter Mintzberg, Head of Investor Relations
Global management of Apollo, Inc.
+1 (212) 822-0528
For the media
Joanna Rose, Global Head of Corporate Communications
Global management of Apollo, Inc.
+1 (212) 822-0491