bob cole
Well-known
if you haven't seen it, yet...
Leica Camera AG announced today [Dec. 27,2006]
that its controlling stockholder -- ACM of Austria --was offering to buy Leica shares it does not already own at €12.5 [or about $16.41usd] a share.
It added that ACM Projektentwicklung GmbH, of Salzburg, Austria, its majority stockholder, had bought 5,427,677 shares , or 36.2 percent, of Leica previously owned by Hermès International SCA and that, therefore, ACM now held more than 75 percent of Leica's voting stock.
Leica said that ACM now holds 13,971,407 shares of Leica Camera AG, or about 93.14 percent of Leica's share capital. ACM , it added, is a 100 percent subsidiary of Socrates Privatstiftung of Vienna. ACM had agreed last September to buy the Hermes block of Leica stock and that the Hermes block was not part of its current offer.
###########################################################################
Here is the Leica announcement:
Dear Leica friends,
we have prepared the following item for you this time
Subjects
Change in shareholder structure and announced tender offer
Change in shareholder structure and announced tender offer
Leica Camera AG hereby announces that on December 27, 2006 ACM Projektentwicklung GmbH has decided to extend a voluntary public offer to the shareholders of Leica Camera AG to purchase their shares against payment of a cash amount of € 12.50 per share, and that ACM Projektentwicklung GmbH has informed the Board of Management of Leica Camera AG of its decision on the same day. Further terms of this offer may be indicated in the offer document. The detailed offer of ACM Projektentwicklung GmbH will not be published before approval has been given by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin – German Federal Financial Supervisory Authority). The Board of Management of Leica Camera AG believes that the valuation of the Company’s share made in the public tender offer of ACM Projektentwicklung GmbH is fair and that the purchase price offered, amounting to € 12.50 per share, is attractive.
Leica Camera AG hereby further announces that ACM Projektentwicklung GmbH, Salzburg, Austria, on December 27, 2006 has informed the Company that it has purchased from Hermès International SCA a total of 5,427,677 shares of the Company and that it has therefore passed the threshold of 75 % of the voting rights. According to information given by ACM Projektentwicklung GmbH this company now holds 13,971,407 shares of Leica Camera AG, pertaining to the same number of voting rights. This corresponds to a proportional interest of approximately 93.14 % of the Company’s share capital. ACM Projektentwicklung GmbH itself is a 100 % subsidiary of SOCRATES Privatstiftung, Vienna, Austria; consequently, SOCRATES Privatstiftung, as an indirect shareholder of Leica Camera AG, has also issued the corresponding statement in accordance with the prescriptions of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act). The aforementioned purchase represents the in rem execution of the share purchase agreement between Hermès International SCA and ACM Projektentwicklung GmbH that was announced by the ad-hoc release published September 14, 2006, 1:30 pm.
Leica Camera AG
Corporate Communication
---------------------------------
To unsubscribe the Leica newsletter, please click on the link below:
http://www.leica-corporate.com/inve...on.html?code=6de58d453493926c581b1f2a002859eb
If this email will not be shown correctly, please click here:
Leica Camera AG announced today [Dec. 27,2006]
that its controlling stockholder -- ACM of Austria --was offering to buy Leica shares it does not already own at €12.5 [or about $16.41usd] a share.
It added that ACM Projektentwicklung GmbH, of Salzburg, Austria, its majority stockholder, had bought 5,427,677 shares , or 36.2 percent, of Leica previously owned by Hermès International SCA and that, therefore, ACM now held more than 75 percent of Leica's voting stock.
Leica said that ACM now holds 13,971,407 shares of Leica Camera AG, or about 93.14 percent of Leica's share capital. ACM , it added, is a 100 percent subsidiary of Socrates Privatstiftung of Vienna. ACM had agreed last September to buy the Hermes block of Leica stock and that the Hermes block was not part of its current offer.
###########################################################################
Here is the Leica announcement:
Dear Leica friends,
we have prepared the following item for you this time
Subjects
Change in shareholder structure and announced tender offer
Change in shareholder structure and announced tender offer
Leica Camera AG hereby announces that on December 27, 2006 ACM Projektentwicklung GmbH has decided to extend a voluntary public offer to the shareholders of Leica Camera AG to purchase their shares against payment of a cash amount of € 12.50 per share, and that ACM Projektentwicklung GmbH has informed the Board of Management of Leica Camera AG of its decision on the same day. Further terms of this offer may be indicated in the offer document. The detailed offer of ACM Projektentwicklung GmbH will not be published before approval has been given by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin – German Federal Financial Supervisory Authority). The Board of Management of Leica Camera AG believes that the valuation of the Company’s share made in the public tender offer of ACM Projektentwicklung GmbH is fair and that the purchase price offered, amounting to € 12.50 per share, is attractive.
Leica Camera AG hereby further announces that ACM Projektentwicklung GmbH, Salzburg, Austria, on December 27, 2006 has informed the Company that it has purchased from Hermès International SCA a total of 5,427,677 shares of the Company and that it has therefore passed the threshold of 75 % of the voting rights. According to information given by ACM Projektentwicklung GmbH this company now holds 13,971,407 shares of Leica Camera AG, pertaining to the same number of voting rights. This corresponds to a proportional interest of approximately 93.14 % of the Company’s share capital. ACM Projektentwicklung GmbH itself is a 100 % subsidiary of SOCRATES Privatstiftung, Vienna, Austria; consequently, SOCRATES Privatstiftung, as an indirect shareholder of Leica Camera AG, has also issued the corresponding statement in accordance with the prescriptions of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act). The aforementioned purchase represents the in rem execution of the share purchase agreement between Hermès International SCA and ACM Projektentwicklung GmbH that was announced by the ad-hoc release published September 14, 2006, 1:30 pm.
Leica Camera AG
Corporate Communication
---------------------------------
To unsubscribe the Leica newsletter, please click on the link below:
http://www.leica-corporate.com/inve...on.html?code=6de58d453493926c581b1f2a002859eb
If this email will not be shown correctly, please click here:
jaapv
RFF Sponsoring Member.
I'm anything but a financial expert; Is this a vote of confidence? We know that the owner of ACM is a bit of a Leica fan...
M
Magnus
Guest
They will own the majority of Leica stock, the brand name and the Leica technology and patents.
This will make it easy to sell all to any (japanese) interested partner.
Time will tell but I can't see them holding to Leica.
This will make it easy to sell all to any (japanese) interested partner.
Time will tell but I can't see them holding to Leica.
zuikologist
.........................
Magnus - you could be right. Operationally, Leica seems to be firmly in the digital world, which might make the business attractive beyond just its name. Time will tell....
dll927
Well-known
Does all this mean that they are buying out the French? Some time ago, there was news that a "high-end" French company was buying a large block of Leitz stock, and that part of their plan was to raise prices further. High-end likes company, I guess. Make things even more exclusive.
This was back a couple of years or so ago when Leitz was supposedly having financial problems. Are we to assume that is now in the past? And what will this latest move do to prices?
They better be careful, though. After reading about some problems with the new M-8, they could all be in for a rough ride until they get things straightenedf out.
Yesterday I saw an evil-bay ad for some special edition of Leica built "for the Swedish armed forces" of one type or another. The asking price was $28,000, yes twenty-eight thousand. Now, that's an expensive Leica.
This was back a couple of years or so ago when Leitz was supposedly having financial problems. Are we to assume that is now in the past? And what will this latest move do to prices?
They better be careful, though. After reading about some problems with the new M-8, they could all be in for a rough ride until they get things straightenedf out.
Yesterday I saw an evil-bay ad for some special edition of Leica built "for the Swedish armed forces" of one type or another. The asking price was $28,000, yes twenty-eight thousand. Now, that's an expensive Leica.
Matthew Runkel
Well-known
As noted, ACM Projektentwicklung just closed its purchase of Hermes's block of Leica AG stock. This tender offer is just ACM mopping up the small amount of Leica stock that is left in the hands of small public shareholders. This will be a "going private" transaction, and my guess is that there are procedures in place under German law for such tenders by an owner with at least 75% of the voting stock (which would be why that threshold was mentioned). When the tender offer is complete, Leica will presumably cease to be a public company and cease to be traded on the Frankfurt Stock Exchange. The company will no longer be required to publicly release financial results, file periodic reports, announce material events, etc.
From a corporate control perspective, 93% is very likely as good as 100%, so this is something of a non-event. But it will likely be more convenient for the owner to run Leica without jumping through the public company hoops, and it will be possible to execute transactions such as a sale of the company without any need to prepare and circulate disclosure documents, proxy statements and the like that might otherwise be required under applicable corporation and securities laws.
From a corporate control perspective, 93% is very likely as good as 100%, so this is something of a non-event. But it will likely be more convenient for the owner to run Leica without jumping through the public company hoops, and it will be possible to execute transactions such as a sale of the company without any need to prepare and circulate disclosure documents, proxy statements and the like that might otherwise be required under applicable corporation and securities laws.
Last edited:
bob cole
Well-known
Matthew Runkel said:
-----------------------
Leica's shares last traded on the Frankfurt Stock Exchange at 4 euros, so if ACM is offering to buy the remaining stock it does not already own at 12.5 euros, that suggests that ACM feels that there's still life left in the company...
Also -- and very importantly -- by offering to pay 12.5 euros, ACM is establishing a new floor price for its own shares of 12.5 euros or at least three times what they might have have been worth before...ACM has not mentioned in its press release whether it sought the guidance of an investment house in establishing the new price but I feel comfortable that German law requires that it get professional help in setting a fair price for the stock...
ACM could as Matthew says just go private and take itself off the stock exchange or it could as others have said prepare the decks for sale of the company to others -- maybe the Japanese --
ACM might also merge with some Japanese company.
But we'll just have to wait and see...ACM has stuck with Leica a long time...its venture into digital photography, with the M8 -- despite some shortcomings-- appears to have been an enormous success, even at the astounding retail price of $5,000usd...
We should know within a year ...I just hope I'm around to see what happens...
Last edited:
jlw
Rangefinder camera pedant
jaapv said:
Not necessarily. There was a big article in the business section of our local paper this week about this growing trend for investment banks to buy out public companies and take them private. Here's a summary of some of the stuff I learned from it:
Almost always, the investors hope to profit either by packaging the company itself for sale, or by sellling its assets and liquidating the company itself. (For example, an investment group might conclude that the Leica brand name, goodwill, patents, etc., are potentially worth more than the company generates in sales, and try to line up a sale of those assets. Chinese manufacturing firms have bought up many traditional "Western" brand names over the past several years, and might be a good candidate for this type of sale.)
Companies also are sometimes taken private purely to simplify their operation, since a private company isn't subject to as much regulation as a publicly-held company. However, being taken private carries a big downside: The group that buys up the shares undoubtedly will do so with money borrowed from its investors, and then loads that debt onto the newly-private company's books. The article said that interest payments on the debt are often the largest drain on the company's revenues, sometimes amounting to as much as 50% of its liabilities. Many privatized companies have to cut back on other expenses, such as R&D, in order to keep up interest payments to the investors.
So, we'll have to wait and see. This could be a positive development for Leica, but it also could be a very negative development. And with the company off the public market, and subject to less in the way of financial reporting requirements, we won't have many independent measures of its financial health.
Matthew Runkel
Well-known
My sense is that Leica is a private-equity portfolio investment for ACM and that ACM likely has the financial resources to buy the company without saddling it with new indebtedness. This is not a leveraged buyout ("LBO") situation where management and private investors take a company private with borrowed money.jlw said:
jlw
Rangefinder camera pedant
Matthew Runkel said:
I hope you're right, but presumably ACM is still going to expect a return on the money they invest to buy the outstanding shares. The question will be whether Leica generates enough sales revenue to meet those expectations.
As a private company its reporting requirements will be much more limited, so it's unlikely we'll be able to tell anything about how Leica is doing by looking in from the outside.
jan normandale
Film is the other way
Often listed companies on the capital markets are required to purchase the outstanding shares of a company when a single holder reaches a threshold. This prevents small shareholders from being left with illiquid investments. It is a regulation designed to protect investors in public markets.
This looks to be what is occurring here. Leica may well be 'repositioned' and use made of it's valuable brand and technologies. Licencing agreements will probably be announced based on this brand recognition. New management will also focus their efforts to use the Leica assets in new ways to create new opportunities for using their optical technology, designing for third party entities and many other similar forays into new markets.
Optical technology is increasingly more important. Look at Kodak, Konica-Minolta, all have made changes in their business models to suit the times. Someone believes in Leica and it's core business to be an opportunity to create value that has not been pursued under the older business model. You will probably see Leica recapitalized in 3-5 years and trading at multiples of 20 times the original acquisiton price..if successful.
I wouldn't bet against them (the new owners) on this one.
This looks to be what is occurring here. Leica may well be 'repositioned' and use made of it's valuable brand and technologies. Licencing agreements will probably be announced based on this brand recognition. New management will also focus their efforts to use the Leica assets in new ways to create new opportunities for using their optical technology, designing for third party entities and many other similar forays into new markets.
Optical technology is increasingly more important. Look at Kodak, Konica-Minolta, all have made changes in their business models to suit the times. Someone believes in Leica and it's core business to be an opportunity to create value that has not been pursued under the older business model. You will probably see Leica recapitalized in 3-5 years and trading at multiples of 20 times the original acquisiton price..if successful.
I wouldn't bet against them (the new owners) on this one.
jlw
Rangefinder camera pedant
I wouldn't bet against them either. I suspect that what worries most of us is the possibility that there might not be room in the new, repositioned, value-added business model for the old labor-intensive business of making rangefinder cameras.
Olsen
Well-known
- That public companies are taken 'private' happens all the time. Some of the most profitable companies, - surely 'the' most profitable company here in Norway is all private and often family owned. Pritty logic; here you own a very profitable company. Why should you share it with somebody?
Often the motive of taking a company off the stock market is to 'greenmail' it. That is to sell off all it's assests, - which often can be more worth than the stock market value. We have seen a lot of this lately. Some have made fortunes on greenmailing. Like sir James Goldsmith, to name one. In this way you can buy two dollars for the price of one. Often the whole operation is financed by issuing junk bonds which is payed back with the cash in the till of the company yolu have raided. It is that stupidly easy to make a lot of money in this world.
Rich shipowners here in Norway have been notorious for first letting their companyes go public. That is; they have sold off a part of their company to othes. Often to a very high price. Just to see the stock price fall like a stone. To a level only a fraction of the introduction price. Then they have bought the company back again, taken it private again, - with the money they made on letting the company go public on the stockmarket. Making a huge profit in the process.
One can wonder on what is the motif of ACM of taking Leica private. It could be greenmailing; to sell off leica's assets to make a profit, - although real estate prices has been slow to increase in Germany compared to the rest of the world. But now ACM is free to do all such things without having to answer to anybody but themselves.
It could also be to go long term. Which I hope. To have company shares noted on the stock exchange costs money. Then it is more suited for companies that make a steady profit each year under more predictable circumstances.
But I am sceptical... Does anybody here know this compay behind ACM?
Often the motive of taking a company off the stock market is to 'greenmail' it. That is to sell off all it's assests, - which often can be more worth than the stock market value. We have seen a lot of this lately. Some have made fortunes on greenmailing. Like sir James Goldsmith, to name one. In this way you can buy two dollars for the price of one. Often the whole operation is financed by issuing junk bonds which is payed back with the cash in the till of the company yolu have raided. It is that stupidly easy to make a lot of money in this world.
Rich shipowners here in Norway have been notorious for first letting their companyes go public. That is; they have sold off a part of their company to othes. Often to a very high price. Just to see the stock price fall like a stone. To a level only a fraction of the introduction price. Then they have bought the company back again, taken it private again, - with the money they made on letting the company go public on the stockmarket. Making a huge profit in the process.
One can wonder on what is the motif of ACM of taking Leica private. It could be greenmailing; to sell off leica's assets to make a profit, - although real estate prices has been slow to increase in Germany compared to the rest of the world. But now ACM is free to do all such things without having to answer to anybody but themselves.
It could also be to go long term. Which I hope. To have company shares noted on the stock exchange costs money. Then it is more suited for companies that make a steady profit each year under more predictable circumstances.
But I am sceptical... Does anybody here know this compay behind ACM?
Last edited:
Olsen
Well-known
Are there no austrians here who know about the Kaufman family and their reputation? Are they greenmailers or long term investors?
HAnkg
Well-known
Leica is a very unlikely candidate for the LBO investment crowd. It may be that like the head man at Cosina, Kaufman is a rangefinder aficianado. Taking Leica private is probably cheaper then fielding an America's Cup boat or some other expensive pursuits of the uber-rich. I expect the new owners value the brand and think that they can have a positive impact on the companies future and botttom line. Good luck to them.