Cornet Vincent Ségurel advises the majority shareholders of the Parot group in connection with the proposed takeover bid by Tressol-Chabrier

Published on 18 january 2024

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Corporate Law – M&A – Private Equity

A multi-disciplinary, multi-site team from the law firm Cornet Vincent Ségurel assisted the Parot group with a view to a majority takeover by the Tressol-Chabrier group.

Listed on Euronext Growth since 2016, car and HGV distribution group Parot has entered into collective negotiations with NDK, the holding company of the Tressol-Chabrier group. NDK is seeking to acquire 4,984,436 registered shares out of the 6,417,379 shares comprising the group's share capital, i.e. 77.67% of the share capital, for €8.83 per share.

If the acquisition of control is completed, it will be followed by a Simplified Public Purchase Offer (OPAS) by Tressol-Chabrier for the remaining shares in the Parot group at the same price. If the legal threshold is reached after the squeeze-out, NDK is considering a squeeze-out of the remaining shares in the group.

Headed by Didier Chabrier, Tressol-Chabrier is one of the 10 largest vehicle distribution groups in France. Based in the south of France, between Brive-la-Gaillarde and Perpignan, the group represents 34 car and motorbike brands in 72 outlets in 23 towns and 9 départements. By 2022, Tressol-Chabrier will have achieved sales of almost €950m, with a workforce of nearly 2,000.

Founded in 1978 and based in Bruges near Bordeaux (33), the Parot group is one of France's leading Ford distributors and a major player in HGV distribution. It sells new private and commercial vehicles, through 9 brands, as well as used vehicles, notably through VO 3000 and the digital organisation Zanzicar. The group generates sales of €360m through 29 sites across France and 720 employees.

Alexandre Parot commented: "We are delighted with this proposed merger. The Tressol-Chabrier Group and the Parot Group share many common values. At the dawn of an unprecedented transformation in our business, this merger will enable the Parot Group to continue to benefit from the human, technical and financial resources needed to develop its activities and ensure the long-term future of its teams.

Participants :

Transferors : Family shareholders, Shareholders (listed company)

Purchaser: Tressol-Chabrier

Advisors :

Attorneys for the sellers :

- Competition law: Cornet Vincent Ségurel (Perle Pascaud-Blandin)

- Legal and tax due diligence: Cornet Vincent Ségurel (Stéphanie Gérard, Claire Jagueneau, Anréa Lefranc, Mégan Pajot, Aurélien Babin, Anne-Claire Barrault, Marie Javelle)

- Due Diligence (VDD) Real Estate: Cornet Vincent Ségurel (Cécile Rouquette-Térouanne, Agathe de Chazal)

- Corporate Due Diligence: Cornet Vincent Ségurel (Anne Pitault, Antoine Losse)

- Corporate: Carler avocats (Bénédict Vidal, Sarah Kremer)

M&A advisor / investment banker sellers : Crédit Agricole Midcap Advisors (Philippe Azevedo, Victor Lemay, Caroline Dheilly, Pascal Renault, Hugues Hauth)

Financial adviser: Eight Advisory (Bertrand Perrette, Jean-Baptiste Blanco, Nicolas Desseroir, Benoit Fontant, Lisa Catherine)

Purchasing attorneys : Accense conseils (Stephen Bulot)

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