Bryan, Garnier & Co announces the success of the combination of ModeLabs Group with Bigben Interactive
Share the transaction
Paris, May 12th 2011 – Bryan, Garnier & Co, the independent pan-European Investment bank focusing on growth companies, announces the success of the Alternative Public Offer on MODELABS GROUP (NYSE Euronext: MDL) by BIGBEN INTERACTIVE (NYSE Euronext: BIG), with BIGBEN INTERACTIVE now owning 94.31% of the capital of the Company. This transaction will result in the creation of the European leader in the Multimedia devices and accessories convergence.
After having reached an agreement with the founding managers of MODELABS GROUP on 20 May 2011 for the purchase of the Mobile Devices and Accessories Distribution business of the Company, BIGBEN INTERACTIVE launched an Alternative Tender Offer on the share capital of MODELABS GROUP, comprising two branches:
Mixed offer: 2 BIGBEN INTERACTIVE shares and € 9.30 cash for 7 MODELABS GROUP shares
Alternative offer: € 4.40 cash for 1 MODELABS GROUP share
This represented an equity value for MODELABS GROUP of approximately EURO 100 million based on BIGBEN INTERACTIVE closing price the day of the announcement.
In the process, MODELABS GROUP divested its Manufacturing business (luxury handsets), which has no strategic relation with the combined activities, to one of its founders.
The combination is a natural response to the convergence between the mobile (smartphones, tablets) and video games industries in terms of user experience and distribution networks. The takeover of MODELABS GROUP by BIGBEN INTERACTIVE aims at developing significant synergies of resources and operational expertise while bringing to MODELABS GROUP new growth opportunities in European markets through BIGBEN INTERACTIVE’s international network, particularly in Germany and Benelux. Furthermore, the combined group will benefit from a more diversified risk exposure to its market segments and to cycle and seasonality effects.
On a pro forma basis, the combined group generated c.€324m in revenues with an EBIT of c.€29m in 2010.
Alain Zagury, founder and Chairman of the Supervisory Board of MODELABS GROUP commented: “The combination of MODELABS GROUP and BIGBEN INTERACTIVE is a major step for our company and creates the European leader in Multimedia devices and accessories convergence.”
“Bryan Garnier played a key role in the success of this transaction, after having supported us in our main strategic moves over the last few years” added Stéphane Bohbot, founder and Chairman of the Executive Board of MODELABS GROUP.
Greg Revenu, Managing Partner at Bryan, Garnier & Co said: “This new major transaction by Bryan, Garnier & Co, which had arranged MODELABS GROUP’s € 15 million convertible placement in 2009, demonstrates our ability to develop long standing relationships with our clients and to back them in the execution of all their complex transactions, either financing capital market related or M&A transactions”.
“Having identified early on the potential of a combination between the two businesses, we are extremely pleased to have put together and delivered such an exciting deal which involved a good amount of engineering using cash and shares as well as industrial assets.” added Henri-Pierre Jeancard, Director at Bryan, Garnier & Co.
Alain Falc, Chairman and CEO of BIGBEN INTERACTIVE commented: “We are delighted with this result which marks a new stage in BIGBEN INTERACTIVE’s commitment in favor of multimedia convergence and demonstrates the positive response of the majority of MODELABS GROUP shareholders to this project. This transaction also supports the ambition of BIGBEN INTERACTIVE to reach a pan-European leadership in this field within a 3 year period.”
During the initial offering period from 29 June until 02 August 2011, BIGBEN INTERACTIVE acquired 13,906,830 MODELABS GROUP shares through the main Mixed Offer (share exchange and cash) and 6,900,000 MODELABS GROUP shares through the alternative Purchase Offer in cash.
During the second offering period from 17 August until 30 August 2011, BIGBEN INTERACTIVE acquired 763,539 MODELABS GROUP shares through the main Mixed Offer as the alternative Purchase Offer in cash had been entirely subscribed during the first offering period. BIGBEN INTERACTIVE now holds 21,570,369 shares representing 94.31 % of the share capital and of the voting rights of MODELABS GROUP.
Bryan, Garnier & Co acted as exclusive financial adviser to MODELABS GROUP.
For more information, please contact:
- Greg Revenu / Managing Partner / +33 1 56 68 75 25 / grevenu@bryangarnier.com
Dedicated Team:
- Henri-Pierre Jeancard / Director – Corporate Finance
- Olivier Beaudouin / Managing Director – Technology Group
- Vincent Gasné / Vice President – Corporate Finance
- Jonathan Foiret-Hurbin / Senior Analyst – Corporate Finance
About ModeLabs Group
ModeLabs Group, specialist and leader in France in the distribution of mobile phones and accessories, is present in each distribution sector: networks, MVNO, mass merchandisers, hypermarkets/supermarkets, multi-specialists, telecom specialists, other retailers and e-business.
The Group designs, develops and distributes accessories and services for the benefit of operators, distributors and major brands.
About Bigben Interactive
Bigben Interactive is a leading independent distributor and manufacturer of video game console peripherals, offering a complete distribution solution for developers, publishers and accessory manufacturers in Continental Europe (France, Germany and Benelux).