Proposed Acquisition of Saft Group by Total
Regulatory News:
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Total (Paris:FP) (LSE:TTA) (NYSE:TOT) and Saft announced today that, following the signature of an agreement between the
companies, Total filed a friendly tender offer on all of the issued and outstanding shares in the capital of Saft with the French
Financial Markets Authority (Autorité des Marchés Financiers (“AMF”)).
The proposed offer will target all of Saft’s issued and outstanding shares at a price of €36.50 per share, ex-dividend of €0.85
per share, valuing Saft’s equity at €950 million.
The offer price represents a 38.3% premium above Saft’s closing share price of €26.40 on May 6, 2016, a premium of 41.9% above
the volume weighted average share price over the past six months and a premium of 24.2% above the volume weighted average share
price over the past year. The offer values the company at nine times its 2015 reported EBITDA, which represents a significant
control premium compared to recent valuation multiples in the battery industry.
The Supervisory Board of Saft has unanimously approved the friendly takeover by Total and considers the proposed transaction to
be in line with the interests of the company, its shareholders and its employees. As part of the reasoned opinion that it must
issue in accordance with market regulations, the Supervisory Board has also announced its intention to recommend that its
shareholders tender their shares.
The Supervisory Board of Saft has decided to appoint Finexsi as an independent expert.
The proposed offer is subject to review by the AMF, which will evaluate its compliance with applicable laws and regulations.
“The combination of Saft and Total will enable Saft to become the Group’s spearhead in electricity storage”, said Patrick
Pouyanné, Chairman and CEO of Total. "The acquisition of Saft is part of Total’s ambition to accelerate its development in the
fields of renewable energy and electricity, initiated in 2011 with the acquisition of SunPower. Saft’s renowned technological
know-how and unique expertise have allowed it to develop innovative and competitive solutions for its clients. It will notably
allow us to complement our portfolio with electricity storage solutions, a key component of the future growth of renewable energy.
This transaction will also enable Saft, its management and employees to benefit from Total’s technical, industrial, commercial and
financial support. In addition, this transaction will enable Saft to successfully accelerate its development."
"We are delighted with this rapprochement, which was unanimously approved by the Supervisory Board thanks to its strong
industrial rationale and its financial interest for our shareholders," said Yann Duchesne, Chairman of Saft's
Supervisory Board.
Ghislain Lescuyer, Saft’s CEO, commented, "I am convinced that Total will provide Saft with the required expertise and
resources needed for its future development, particularly in terms of technological and commercial capabilities. This transaction
will benefit Saft’s clients and employees, who will be joining a major player in the energy space."
About Saft
Saft (Euronext: Saft) is a world leading designer and manufacturer of advanced technology batteries for industry. The Group is
the world’s leading manufacturer of nickel batteries and primary lithium batteries for the industrial infrastructure and processes,
transportation and civil and military electronics markets. Saft is the world leader in space and defense batteries with its Li-ion
technologies which are also deployed in the energy storage, transportation and telecommunication network markets. More than 4,100
employees in 19 countries, 14 manufacturing sites and an extensive sales network all contribute to accelerating the Group’s growth
for the future.
Saft batteries. Designed for industry. saftbatteries.com
About Total
Total is a global integrated energy producer and provider, a leading international oil and gas company, and the world’s
second-ranked solar energy operator with SunPower. Our 96,000 employees are committed to better energy that is safer, cleaner,
more efficient, more innovative and accessible to as many people as possible. As a responsible corporate citizen, we focus on
ensuring that our operations in more than 130 countries worldwide consistently deliver economic, social and environmental benefits.
total.com
Cautionary note
This press release, which does not constitute legal advice, is for information purposes only.
The documentation relating to the tender offer - if filed - will include the terms and conditions of the tender offer, which will
be submitted to the AMF. It is strongly recommended that investors and shareholders located in France read, when available, the
documentation relating to the tender offer, as well as any amendments to those documents, as they will contain important
information about Total, Saft Groupe and the proposed transaction.
This press release must not be published, broadcast or distributed, directly or indirectly, in any country in which the
distribution of this information is subject to legal restrictions. The tender offer will not be open to the public in any
jurisdiction other than France in which its launch is subject to legal restrictions.
The release, publication or distribution of this press release in certain countries may be subject to legal or regulatory
restrictions. Therefore, persons located in countries where this press release is released, published or distributed must inform
themselves about such restrictions and comply with them. Total and Saft Groupe disclaim any responsibility for any violation of
such restrictions.
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Contact press and Investor Relations Total
Press :
Press Office +33 (0) 1 47 44 46 99
or
Investor Relations :
Mike Sangster, Nicolas Fumex, Patrick Guenkel, Romain Richemont, + 44 (0)207 719 7962
or
Robert Hammond (U.S) + 1 713 483 5070
or
Contact press and Investor Relations Saft Groupe
Press :
Brunswick Group
Benoît Grange, +33 1 53 96 83 89
or
Guillaume Le Tarnec, +33 1 53 96 83 73
or
Institutional Communication
Karen Hollington, +33 1 49 93 17 77
or
Investor Relations
Vannara Huot, +33 1 49 93 17 10
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