April 15, 2021

Fridman launches an OPA on Dia

Fridman launches an OPA on Dia

Mikhail Fridman counterattacks. The Russian tycoon owner of 29% of the capital of Dia announced today his intention to launch a takeover on 70.9% of the shares of the distribution company that he does not control to later exclude the group from the stock market. The price offered by Fridman, which would execute the operation through L1 Retail, its retail division, is 0.67 euros per share, with a premium of 56.1% over the price of the company's securities. the last days. This price supposes to value the signature in 417,07 million Euros, reason why Fridman would pay 296,1 million Euros, in metallic, to take control of its total control. The success of the takeover is subject to acceptance by 35.5% of the shares.

The OPA is part of the comprehensive rescue plan that L1 Retail has designed for Dia and includes a capital increase of 500 million once it has reached an agreement with the creditor bank of the company, which carries a financial debt of 1,442 million euros. . It also contemplates a comprehensive future plan to guarantee the future of Dia, based on six pillars, led and supervised by L1 Retail, which results in the company's comprehensive restructuring in the next five years. The six pillars are: a new proposal of commercial value, readjustment of prices and promotions, an adequate network of stores, recruit new leadership and develop internal talent, improve the execution of retail operations and invest in the brand and marketing. "Dia faces an uncertain future. This rescue plan not only addresses Dia's capital structure requirements, but also provides the basis for its resurgence as a Spanish leader in retail food. L1 Retail is firmly and totally committed to the Spanish market and we consider that our offer offers an attractive premium for shareholders ", said Stephan DuCharme, managing partner of L1 Retail.

Fridman's bid, although expected, is still a clear challenge to the company's management. The Russian magnate does not consider that the rescue plan launched by the Dia Board, which includes a capital increase of 600 million, a refinancing agreement of 896 million with the bank until March 31 and several divestments, solve their problems . In fact, L1 Retail states in the statement in which it reports that the OPA does not address the "strategic, leadership and fundamental capital structure challenges" and exposes its shareholders "to the risk of a significant dilution without a capital structure. viable in the long term. " Precisely, this potential dilution of 29% of the capital it owns in Dia if it does not go to the capital increase is one of Fridman's main complaints to the plan. The Russian tycoon has paid for some of these titles 82% more than what he offers in the OPA and did not seem willing to make more disbursements as those required by the address without having some kind of control over the firm. In addition, the Russian tycoon is in favor of negotiating some type of debt relief from Dia with the bank.


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