4 February 2010, Warsaw – Advent International, a leading global private equity fund, today announced the closure of purchase of shares in Wydawnictwa Szkolne i Pedagogiczne (WSiP), having reached over 75% of the share capital. Excluding the shares acquired by WSiP, the subscribed quota represents over 84% of the outstanding shares.
On 6 November, 2009, Pahoa Investments Sp. z o.o., a company indirectly controlled by funds managed by Advent International, launched a public tender offer for all outstanding shares in WSiP. The acceptance period for the Offer ended on 29 January, 2010. The price offered for the shares was PLN 17.15 per share. The entity announcing the Tender Offer abandoned its minimum share subscription condition as announced in the initial Tender Offer, since that stipulation did not take into account the 10% quota of own shares purchased in the meantime by the company with a view to their future redemption. The transactions will be cleared on 8 February 2010.
WSiP is Poland’s largest educational publisher. It publishes several hundred book and multimedia titles per year. In 2008, the company's unconsolidated sales, minus one-off events, amounted to €44.2 million, with EBITDA at the level of €9.4 million. WSiP was established in 1945 and privatised in October 2004 by share floatation at the Warsaw Stock Exchange.
Monika Morali-Efinowicz, Managing Director of Advent International, commenting about today’s news: “Our public tender offer for WSiP has been a real success, particularly given the company’s fragmented shareholding structure. We have acquired 84% of the shares available on the market, confirming the attractive nature of our offer. Our goal continues to be to take the company private.”
She adds: “WSiP is one of the companies we have been observing for many years. Today’s announcement is an excellent example of how valuable it can be to invest time in learning about the market and a company's activities with regard to the final closing of a deal, even over a period of a few years.”
Piotr Kędra, Director of Advent International, adds:
“WSiP has come a long way from the state owned monopolist it once was to the restructured company it is now, ready for further change. The market has also evolved during this period resulting in increased competition. The goal of Advent, as a new majority shareholder, will be to actively back WSiP when facing new challenges resulting from educational reform and market consolidation.”
The brokerage house (agent) in charge of the public tender offer is ING Securities S.A.
Financial advisors involved in the transaction are: Vienna Capital Partners and UniCredit CAIB, with Allen & Overy as the legal advisor.