The Initial Public Offering of shares in Amadeus IT Holding S.A. on the Spanish stock exchanges begins today after the CNMV (Comisión Nacional del Mercado de Valores), the Spanish Financial Securities Markets Regulator, approved and registered the IPO Prospectus. The expected date for the start of trading of the Company’s shares on the Madrid, Barcelona, Bilbao and Valencia stock exchanges is 29 April.
The Offering comprises a primary tranche for a sufficient number of shares to raise gross proceeds of €910 million (equivalent to 85,046,729 shares at the midpoint of the indicative price range), which will be used to repay company debt. A secondary offering of an aggregate of 35,271,045 shares will be sold by Amadelux Investments, S.à r.l. (which is owned and controlled by funds advised by the private equity firms, BC Partners and Cinven) and by two of our airline shareholders, Lufthansa Commercial Holding GmbH and Société Air France. In addition, a reduced number of members of Amadeus management (including former management) will offer an aggregate of 1,686,337 shares. Based on the indicative price range of between €9.2 and €12.2 per share, the implied Equity Value for 100% of the company is between €4.3 billion and €5.4 billion, resulting in an Enterprise Value of between €7.3 billion and €8.4 billion.
The total size of the Offering, at all offering prices within the indicative range, will represent at least 25% of the total share capital of the company post-Offering, and Amadelux Investments, S.à r.l., Lufthansa Commercial Holding GmbH and Société Air France will participate in the secondary offering pro-rata to the current number of shares they own. Amadeus’ other principal shareholder, Iberia Líneas Aéreas de España S.A., has elected not to participate in the Offering.
Amadeus IT Holding, S.A., and its principal shareholders Amadelux Investments, S.à r.l., Société Air France, Iberia Líneas Aéreas de España, S.A. and Lufthansa Commercial Holding GmbH have agreed to customary lock-up provisions for shares not sold in the Offering of 180 days from the listing of our shares, subject to certain exceptions. Members of Amadeus’ senior management team (comprising its Executive Committee and Management Committee) have agreed to abide by similar restrictions for a period of 360 days from the listing of our shares, subject to certain additional exceptions.
In accordance with usual market practice for these types of transactions, an over-allotment option or “green shoe” of 10% of the total Offering has been granted by the selling shareholders (other than Amadeus management) to the Joint Global Coordinators.
The Offering is structured as a single global tranche for qualified Spanish and international investors. Goldman Sachs International, J.P. Morgan and Morgan Stanley are acting as Joint Global Coordinators and Joint Bookrunners of the Offering. Rothschild is acting as financial advisor to Amadeus in connection with the Offering. Amadeus has been advised by Freshfields Bruckhaus Deringer LLP on the Offering and the Joint Global Coordinators have been advised by Uría Menéndez, as to Spanish law, and Davis Polk & Wardwell LLP, as to US law.
David Jones, President and Chief Executive Officer, commented:
“Amadeus is a diverse, robust and resilient travel transaction processing and technology solutions business, and we are the clear global leader in our marketplace. We have a track record of delivering profitable growth and have a sound strategy to continue our development into the future. The IPO represents an important and exciting milestone for Amadeus and will enhance our ability to invest in the business and drive competitive advantage.”
Appointment of new independent members to the Board of Directors
With the publication of the prospectus, Amadeus has also announced the appointment of two independent members to its Board of Directors conditional on admission of its shares to trading: Mr. Guillermo de la Dehesa Romero and Dame Clara Furse. In addition, Amadeus has announced its intention to appoint Mr. Bernard Bourigeaud and Mr. David Webster in early May 2010 as independent members of its Board of Directors, increasing the total number of independent directors to four.
All of these board appointees possess significant relevant international experience and will offer the company extensive expertise in management and business strategy.
Mr. Guillermo de la Dehesa Romero is a graduate in law from Madrid’s Complutense University. In addition to his law degree, he also studied economics and became Government Economist (TCE) in 1968. In 1975, Mr. de la Dehesa Romero assumed the role as Director General at the Ministry of Foreign Trade, before moving to the Ministry of Industry & Energy in the position of Secretary General. In 1980, Mr. de la Dehesa Romero was appointed Managing Director of the Bank of Spain. He then left the Central Bank of Spain to assume a role with the Government and was appointed Finance Secretary of State at the Ministry of Economy and Finance, where he was also a member of the EEC ECOFIN. Mr de la Dehesa Romero is a member of several renowned international groups and has been both an independent director and an Executive Committee member at Banco Santander since 2002. Mr. de la Dehesa Romero has been on the board of Campofrío Food Group since 1997 and Chairman of Aviva Corporation, an international insurance company, since 2002. He has also been an International Advisor for Goldman Sachs since 1988.
Dame Clara Furse has a BSc, (Econ) from the London School of Economics. She began her career as a commodities broker, joining Phillips & Drew (now UBS) in 1983 and becoming a director in 1988. She was Group Chief Executive of Credit Lyonnais Rouse from 1998 to 2000. In 2001, she was appointed Chief Executive of the London Stock Exchange and held that position until she stepped down in May 2009. In the last twenty years she has acquired extensive financial services experience on a number of boards. Today she is an independent non-executive director of Legal & General Group plc, Nomura International plc and Nomura Europe Holdings plc. In 2008 she was appointed a Dame Commander of the British Empire (DBE).
Mr. Bernard Bourigeaud is a graduate in economics and social sciences from the University of Bordeaux as well as qualifying as a chartered accountant at the Institute of Chartered Accountants in France. He began his career at the French bank CIC and Price Waterhouse. He then worked for 8 years at Continental Grain carrying out various general management positions in Europe, of which 5 years were in London. He also spent 11 years at Deloitte Haskins & Sells in France, first as head of management consulting and later as managing partner of the French operations. In 1991, he conducted the merger leading to the creation of Axime where he was chairman and CEO. In 1997, he created Atos by merging Axime and Sligos. Subsequently, he bought Origin, KPMG Consulting U.K. and Netherlands, SEMA, Banksys and created a leading global IT services company. He left Atos Origin at the end of 2007. He is currently an independent director of CGI Group in Canada, and a member of ADVA Optical Supervisory Board in Germany. He is also chairman of BJB Consulting and a member of the International Advisory Board of HEC as well as an affiliate professor. He also serves on the board of CEPS (Centre d’Étude et Prospective Stratégique) and an advisor to the National Committee of French Foreign Trade (CNCCEF). He was appointed Chevalier de la Légion d’Honneur in 2004.
Mr. David Webster is a graduate in law from the University of Glasgow and qualified as a solicitor in 1968. He began his career in Finance as a manager of the corporate finance division at Samuel Montagu & Co Ltd. In 1977 he co-founded Argyll, a company which went on to buy Safeway plc in 1987, of which he was chairman. He has been a director in numerous business sectors and has a wide range of experience in the hotel industry in particular. He is currently chairman of Intercontinental Hotels Group plc, and non-executive chairman of Makinson Cowell Limited. He is also a director of Temple Bar Investment Trust plc and a member of the appeals committee of the Panel on Takeovers and Mergers in London.