In July 2022, Tessenderlo Chemie announced its intention to launch a voluntary exchange offer on the outstanding shares of Picanol, both companies at that time being ultimately controlled by Luc Tack. The goal of the transaction was to create a simplified corporate structure, with a single stock exchange listing and board of directors at group level.
After the publication of the results of both groups over the first semester of 2022, the initial exchange rate was adjusted in September 2022 to 2.36 shares of Tessenderlo Group for each Picanol share. The Board of Directors of Tessenderlo Group based this exchange rate on a valuation report from KBC. At that time, the committee of independent directors of Tessenderlo appointed Kumulus as their own adviser, and asked Kumulus to provide a fairness opinion regarding the valuation of both Picanol and Tessenderlo and the resulting exchange ratio.
Within a strictly limited timeframe, Kumulus analysed the reasonableness of the assumptions used in the business plans and applied the appropriate methodologies to determine the valuation of both Tessenderlo and Picanol. We provided our fairness opinion to the committee on 12 October, confirming the fairness of the financial conditions of the offer, allowing the extraordinary shareholders’ meeting of Tessenderlo to confirm the offer on 18 October.
As a result of the exchange offer, Tessenderlo obtained 100% of the shares of Picanol.
