Believes Offer Substantially Undervalues the Company and Neglects Rights of Minority Shareholders
GREENWICH, Connecticut and AMSTERDAM, Oct. 1, 2020 /PRNewswire/ -- Lucerne Capital Management ("Lucerne"), a registered investment adviser managing funds that own approximately EUR 94 million of shares of Altice Europe N.V. (ATC.AS) ("Altice Europe" or the "Company"), today delivered a letter to the Altice Europe Board expressing its deep concern about the all-cash offer of EUR 4.11 per share for all common shares A and common shares B of Altice Europe by Next Private B.V. (the "Offer").
As a long-term shareholder of Altice Europe stock, Lucerne outlines in the letter that the Offer is opportunistic, significantly undervalues the Company and is structured in a way that neglects the rights of Altice Europe minority shareholders. Specifically:
-- The offer price in no way reflects the true value of the Company, and in
fact includes a significant discount rather than a premium. Mr. Drahi is
using the temporary lull in the share price, caused by COVID-19, to
unlock the huge upside in value for himself and others with equity
exposure only, to the detriment of the minority shareholders. As a
matter of Dutch law, and the independent board members' legal obligation
and fiduciary duties vis-à-vis all minority shareholders and all other
stakeholders, this is unacceptable.
-- The Offer includes a "minimum acceptance level of at least 95% of Altice
Europe's issued share capital, which may be waived down after
consultation with Altice Europe," a highly unusual condition that seems
designed to enable Mr. Drahi to squeeze out the minority shareholders
regardless of the acceptance level.
-- Lucerne requests answers to several key questions and for a copy of the
Merger Agreement and the fairness opinions issued by Lazard Frères SAS
and LionTree Advisors LLC to be provided to Lucerne or published online.
-- The minority shareholders do not have the same amount of information as
Mr. Drahi (given his position as majority shareholder and President of
the Altice Europe Board) and given that this is a related party
transaction, it is crucial for all other shareholders to get the
information Lucerne is requesting in a transparent and quick way.
-- Mr. Drahi (nor any entity controlled by Mr. Drahi) cannot vote on any of
the resolutions required for the Post-Offer Restructurings tabled for
the EGM to be held during the offer period or any other resolutions to
be voted on at the EGM in relation to the Offer, given the fact that
this constitutes a related party transaction which presents a clear
conflict of interest for Mr. Drahi.
The full text of the letter sent to the Altice Europe Board of Directors can be found here: https://hubs.ly/H0xfdZM0 [https://c212.net/c/link/?t=0&l=en&o=2936627-1&h=3184136858&u=https%3A%2F%2Fhubs.ly%2FH0xfdZM0&a=https%3A%2F%2Fhubs.ly%2FH0xfdZM0]
About Lucerne Capital Management
Founded in 2000 by Pieter Taselaar, Lucerne Capital Management is an investment firm specializing in bottom up stock selection with a focus on European markets.
Steve Bruce/Taylor Ingraham