Nexans and Madeco sign an agreement to strengthen Madeco’s position as the principal shareholder of the Group
Paris, March 28, 2011 – Nexans announces the execution on March 27, 2011 of an agreement with its main shareholder, the Chilean group Madeco.
This agreement, which is set to last 10 years (from the date that Madeco reaches 15% ownership in Nexans’ share capital) and the full text of which is available on the website www.nexans.com under the heading Regulatory required information / Press releases, aims to give Madeco a leading position in Nexans’ share capital through the increase of its ownership from 9% to 20% of the share capital.
This agreement also provides for the strengthening of Madeco’s representation at the Board of Directors through the election of a second Madeco representative to be proposed to the shareholders’ meeting to be held on May 31, 2011 , and, once Madeco has reached 15% ownership in Nexans’ share capital, the election of a third Madeco representative by convening another shareholders’ meeting.
This further shareholders’ meeting will also vote on the removal from the articles of association of the double voting rights and of the 8% voting rights limit; moreover, this shareholders’ meeting will vote on an amendment to the articles of association to provide for a 20% limit on the voting rights that may be cast on any resolution relating to major transactions (including mergers and significant increases of the share capital). Given the quorum levels at past shareholders’ meetings, this provision of the articles of association aims to prevent a de facto veto right for any shareholder holding more than 20% of the share capital; this contemplated voting limit is, therefore, in the interest of all the shareholders.
This agreement provides for standstill and lock-up undertakings from Madeco for 3 years from the date on which Madeco has reached 15% ownership in Nexans’ share capital. Madeco may, at its option, decide to terminate any of these undertakings in the event of a public tender offer initiated with respect to the Company.
After the expiration of this 3-year period, the Company may terminate the agreement if Madeco comes to hold less than 20.00% or more than 22.50% of the share capital.
Frédéric Vincent, Chairman and CEO, said: “Speaking in my own name and on behalf of the Board, I am pleased to announce the conclusion of this agreement that reflects the shared strategic views of these two companies. This agreement also corresponds to Nexans’ wish to have the support of a long-term reliable partner for the Group’s growth, along with that of the Fonds Stratégique d’Investissement, as well as the Chilean Group’s wish to invest in a promising sector through a company whose management has gained its confidence. Finally, it should be well-received by Nexans shareholders as a modernization of its articles of association.”
* Francisco Pérez Mackenna
Francisco Pérez Mackenna, 53 years old, has been the Chief executive officer of the Chilean company Quiñenco S.A., an industrial conglomerate listed in Chile, since 1998. He is also a board member of several companies in the Quiñenco group, including Banco de Chile, Madeco, CCU, Inversiones y Rentas, LQIF, ECUSA, CCU Argentine, as well as an adviser to the board of directors of the company Viña San Pedro Tarapacá. Before joining Quiñenco, between 1991 and 1998, Mr. Pérez Mackenna was also Chief executive officer of the company CCU. He is also on the consultative board of the Booth School of Business at the University of Chicago (USA) and of the EGADE Business School of the Monterrey Institute of Technology (Mexico). Mr. Pérez Mackenna teaches at the Catholic University of Chile.
Calendar of financial events
- April 27, 2011: First-quarter 2011 financial information
- May 10, 2011: Individual shareholder information meeting in Nancy*
- May 31, 2011: General Shareholders’ Meeting
- June 28, 2011: Individual shareholder information meeting in Nice*
- July 27, 2011: 2011 Half Year Results
(* provisional dates that may be subject to change)
With energy as the basis of its development, Nexans, worldwide expert in the cable industry, offers an extensive range of cables and cabling systems. The Group is a global player in the infrastructure, industry, building and Local Area Network markets. Nexans addresses a series of market segments: from energy, transport and telecom networks to shipbuilding, oil and gas, nuclear power, automotives, electronics, aeronautics, material handling and automation. Nexans is a responsible industrial company that regards sustainable development as integral to its global and operational strategy. Continuous innovation in products, solutions and services, employee development and engagement, and the introduction of safe industrial processes with limited environmental impact are among the key initiatives that place Nexans at the core of a sustainable future. With an industrial presence in 40 countries and commercial activities worldwide, Nexans employs 23,700 people and had sales in 2010 of €6 billion. Nexans is listed on NYSE Euronext Paris, compartment A. For more information, please consult www.nexans.com.