Despite the barrage of small Orpea shareholders, an additional step was taken on Friday in the financial restructuring process, led by management. The Financial Markets Authority (AMF) has granted an exemption to the consortium led by Caisse des dépôts (CDC) with Maif, CNP and MACSF. It will be able to take 50.2% of the capital of the listed Ehpad group without having to file a public purchase offer (OPA). When a company crosses the threshold of 30% of the capital of a listed company, it must either file a takeover bid or request an exemption. On Friday, the financial market policeman indicated that he took note that Orpea is in “a proven situation of financial difficulty”, which authorizes it at the regulatory level to grant a takeover waiver.
Plunged into a media, political, judicial and financial turmoil since the revelation by Victor Castanet’s book Les Fossoyeurs (Éditons Fayard) of the turpitudes of the previous management, the number one European nursing home is weighed down by a debt of 9.5 billion euros. euros. On the verge of bankruptcy, he reached an agreement at the beginning of the year with his creditors and the consortium led by the CDC – the armed financial arm of the State – to get out of the rut and turn the page. In March, he was placed in “accelerated safeguard” before the Commercial Court of Nanterre. This procedure was extended for two months last week.
The financial restructuring plan, which should lead to a change of majority shareholder and the cancellation of part of Orpea’s debt, provides for a massive dilution of existing shareholders. The CDC and the insurers, which will inject a total of 1.36 billion euros into the group, will be able, thanks to the takeover derogation, to subscribe to capital increases with a discount of 99% (0.18 cents the share) compared to the current price (2.19 euros). On the other hand, it is proposed to current shareholders to invest under less favorable conditions (0.53 cents per share). They ask to “have strict equal treatment.”
Several of them – Adamo, the association of minority shareholders of Orpea and Concert’O – had recently written to the AMF to oppose the request for exemption from the CDC and its allies. They say they are “ulcerated” by the decision of the stock market policeman. “The AMF is trampling on its own regulations to allow a creeping nationalization of Orpea to take place at a ridiculous price”, gets carried away by a representative of Concert’O. This concert of shareholders brings together the family group Mat Immo Beaune and Nextstone, an investment group in unlisted and real estate in France. Together, they hold 5.52% of the capital. They are considering several legal actions: they want to challenge the takeover waiver granted by the AMF to the Paris Court of Appeal. And challenge before the Nanterre commercial court the order he made, giving Orpea until the end of 2023 to hold the general meeting to validate the 2022 accounts. “Nothing justifies the postponement of this meeting except the refusal to submit to the judgment of the shareholders”, considers Concert’O. “The idea is that it is the new shareholders who validate the 2022 accounts”, recently explained Laurent Guillot, the general manager of Orpea. Last year, the retirement home group posted a net loss of 4 billion, due to a series of write-downs of mainly real estate assets.
Approved by around 51% of “unsecured” financial creditors (not benefiting from any financial guarantee), Orpea’s restructuring plan will be submitted to the vote of interested parties (creditors and shareholders) in June. “The restructuring should be completed in October or November 2023,” said Laurent Guillot in mid-May.
