Wie die Nachrichtenagentur Reuters berichtet, liegt bei Merlin Entertainment, die neben den LEGOLAND Parks unter anderem auch die LEGOLAND Discovery Centre weltweit betreiben, ein Übernahmeangebot der LEGO Gründerfamilie in Höhe von 6,7 Milliarden Euro auf dem Tisch. Reuters zufolge, befürwortet das Management von Merlin die Übernahme. Es könnte also nur noch eine Frage der Zeit sein, bis die LEGOLAND Themenparks wieder zur LEGO Gruppe gehören.
Die Pressemeldung der LEGO Gründerfamilie im Original:
London, 28 June 2019 – A consortium of long-term investors comprising KIRKBI InvestA/S (“KIRKBI”), a wholly-owned subsidiary of KIRKBI A/S, the ultimate owner of theLEGO® brand, funds managed as part of Blackstone’s long-dated “Core” privateequity strategy (“Blackstone”), and Canada Pension Plan Investment Board (“CPPIB”;together, the “Consortium”1) is pleased to announce that it has agreed the terms of arecommended offer for Merlin Entertainments plc (“Merlin” or the “Company”).
The recommended offer is made by the Consortium at a price of 455 pence per sharein cash, for the entire issued and to be issued share capital of Merlin, other than thoseMerlin shares already owned by KIRKBI, which is an existing 29.58 per cent shareholderin the Company. KIRKBI has agreed to work exclusively with the other members of theConsortium in relation to the offer.
The offer will be made by a newly incorporated company which has been formed onbehalf of the members of the Consortium, with each of KIRKBI and theBlackstone/CPPIB group owning 50 per cent upon completion.
The recommended offer values Merlin at approximately £4.77 billion2, providingMerlin’s shareholders with the certainty of cash at a 37 per cent premium to the closingprice of 333 pence per Merlin share on 22 May 2019 (being the last business day beforethe publication of ValueAct Capital’s letter to the board of Merlin which suggestedthat Merlin should be taken private).
The recommended offer has received irrevocable commitments in respect of anaggregate 10.0 per cent of the existing issued ordinary share capital of Merlin, and14.2 per cent of Merlin shares being eligible to vote in favour of the recommendedoffer, including from ValueAct Capital.
Background to the acquisition
KIRKBI has maintained a significant strategic shareholding in Merlin since the sale ofLEGOLAND® Parks to the Company in 2005.
KIRKBI and Blackstone private equity funds jointly controlled Merlin in the 8 years priorto the 2013 public listing, during which time the Company became the second largestvisitors attraction business globally and the partner of choice for the world’s leadingbrands to deliver immersive experiences to guests.
The Consortium recognises that significant, long-term investment is required to ensurethe longevity of the existing assets and to drive continued growth for the Companyand its stakeholders.
As Merlin’s largest shareholder and a key intellectual property partner, KIRKBIrecognises the significant benefits of a shareholder group with a similar long-terminvestment horizon and shared commitment to increased investment in the business.Private ownership, in partnership with Blackstone through its long-dated Core privateequity strategy and CPPIB, will better enable the management team to focus on andexecute their strategic vision for the business.
This unique group of investors is equipped with the appropriate long-term investmenthorizon, expertise and capital required to realise the Company’s potential to grow allbranded experiences across its Midway Attractions, LEGOLAND® Parks and ResortTheme Parks.
Blackstone has longstanding experience investing in location-based entertainmentbusinesses like Merlin as well as the wider hospitality, travel and leisure sectors.The Consortium greatly values the skills, knowledge and expertise of Merlin’s existingmanagement and employees. It does not expect to make any material change tothe continued employment of the employees and management, nor to initiate anymaterial headcount reductions within the current Merlin organisation beyond theexisting management’s publicly announced efficiency programmes, as stated in the2018 Merlin Annual Report and those described in the Rule 2.7 Announcement.
Upon completion, the existing contractual and statutory employment rights, includingin relation to pensions, of all Merlin management and employees will be fullysafeguarded. The Consortium currently has no intention to make any changes to thebenefits provided by Merlin’s Defined Benefit Pension Scheme. It also has no intentionsto change the location of Merlin’s headquarters, and no changes are envisaged tothe redeployment of Merlin’s operations and places of business across 25 countries. Itexpects to keep all existing Merlin attractions in the UK open, and is not intending todispose of any material part of the business.
Søren Thorup Sørensen, Chief Executive Officer, KIRKBI A/S, said: “As the long-termowner of the LEGO® brand and as a strategic shareholder in Merlin since 2005, wehave great pride and passion for this amazing company, its management team andits employees. With a shared understanding of the business and its culture, we believethat this group of investors has the unique collective resources necessary to equipMerlin, including the LEGOLAND® Parks and LEGOLAND® Discovery Centres, for theirnext phase of growth. We are committed to ensuring LEGOLAND® and the otheractivities in Merlin reach their full potential, which we believe is best pursued underprivate ownership, in order to deliver fantastic experiences to visitors of all ages aroundthe world.”
Joe Baratta, Global Head of Private Equity, Blackstone, said: “We are pleased topartner with KIRKBI and CPPIB to acquire a business we know very well. We areprepared to commit the substantial resources required to support the long-termobjectives of Merlin, which will require significant investment to ensure its long-termsuccess. We believe we are uniquely placed through our Core private equity strategyto make this investment alongside our partners at KIRKBI and CPPIB. We look forwardto backing Nick Varney and his strong management team in driving Merlin into thefuture.“
Ryan Selwood, Managing Director, Head of Direct Private Equity, CPPIB, said: “Merlinhas established itself as a globally diversified, world-class operator of themedattractions and entertainment. Its ability to partner with a number of leading globalbrands to deliver high-quality family entertainment has been key to Merlin’s success.Through close collaboration with our partners, we look forward to promoting thesteady growth, long-term capitalisation and continued international expansion of thisbusiness, which aligns well with CPPIB’s long-horizon investment strategy.”
It is intended that the Acquisition will be implemented by way of a court sanctionedscheme of arrangement under Part 26 of the Companies Act 2006. Followingcompletion of the Acquisition, and subject to customary regulatory approvals andother conditions being met – including the approval of the scheme of arrangementby Merlin shareholders – the Consortium expects the transaction to complete by theend of 2019.
It is expected Merlin’s shares will de-list from the London Stock Exchange uponcompletion of the transaction.
