This is an interesting case for the Belgian world of finance, which argued this Friday morning before Paul Dhaeyer, the president of the Brussels Company Court. Defended by Me Nicolas Vanderstappen, Frédéric Waucquez, a minority shareholder of the limited company Entreprises et Chemins de Fer en Chine (ECFC), which controls the listed holding company Bois Sauvage, disputes the conditions of the takeover offer made on ECFC by Fingaren, limited partnership of the Paquot family, itself the majority shareholder of ECFC. Another shareholder has joined the cause of Mr. Waucquez.
“A discount of more than 50%”
On May 24, 2022, Fingaren offers to buy back the ECFC shares it does not own at a price of 5,785 euros per share. “This represents a discount of more than 50% compared to the inventory value of more than 10,000 euros. Some minority shareholders felt that this price is contrary to that offered in previous comparable transactions”, underlines Me Vanderstappen. And to cite the case of the takeover bid on CNP securities (the holding company of the Frère group) which displayed a “discount of barely 7%”.
These minorities ask for an expertise from ECFC, which refuses it. The proposed price was set on the basis of a report by Degroof Petercam which Me Vanderstappen criticizes. He points out in particular that the conclusions of the Degroof Petercam report are in contradiction with an analysis carried out in 2021 by the same bank on Bois Sauvage, and which estimated that the discount should be around 22%, i.e. less than the discount on the price offered. Me Jérôme Terfve (Tetralaw), who defends Fingaren, replies that the price offered is “serious and drawn up by an expert whose seriousness is recognized and who has been checked by an auditor”.
According to Me Vanderstappen, the shareholders were subjected “to a liquidation blackmail” of the company, which prompted several of them to agree to sell their shares. It was Belfius which financed the 10.5 million euros needed to make the offer. ECFC shares are currently listed on Euronext Expert Market, the former public auction market where shares of well-known companies such as Etex, BNP Paribas Fortis and vdk bank are also traded.
Forced withdrawal
Eight shareholders, including Frédéric Waucquez, who owns 34 shares, continued to oppose the operation. At the end of January, the latter decided to launch an action for forced withdrawal before the company court, with the effect of buying back the shares at the “true value” (which must, if necessary, be fixed by the president of the court). The shareholder requested an expert’s report from company auditor Daniel Kroes, a partner in the RSM Transactions office. This one arrived at a minimum price of 10,000 euros. In its report, RSM Transactions concludes that the discounts used by Degroof Petercam in the context of the valuation of the assets were excessive.
Fingaren contests the admissibility of the request of the two minorities. The legal deadline for rendering the judgment is one month.
