Despite the barrage of small shareholders of Orpea, a further step was taken on Friday in the process of financial restructuring, led by the management. The Autorité des marchés financiers (AMF) has granted a derogation to the consortium led by the Caisse des dépôts (CDC) with Maif, CNP and MACSF. It will be able to take 50.2% of the capital of the listed Ehpad group without having to file a takeover bid. When a company crosses the threshold of 30% of the capital of a listed company, it must either file a draft takeover bid or apply for an exemption. On Friday, the financial markets watchdog said it took note that Orpea is in "a proven situation of financial difficulty", which authorizes it at the regulatory level to grant a takeover exemption.
Immersed in a media, political, judicial and financial turmoil since the revelation by Victor Castanet's book Les Fossoyeurs (Éditons Fayard) of the turpitudes of the previous management, the European number one nursing home is weighed down by a debt of 9.5 billion euros. On the verge of bankruptcy, he reached an agreement earlier this year with his creditors and the consortium led by the CDC - the financial arm of the state - to get out of the rut and turn the page. In March, he was placed in "accelerated safeguard" before the Nanterre Commercial Court. This procedure was extended for two months last week.
Massive dilution of shareholders
The financial restructuring plan, which should lead to a change of majority shareholder and the cancellation of part of Orpea's debt, provides for a massive dilution of existing shareholders. CDC and the insurers, which will inject a total of €1.36 billion into the group, will be able, thanks to the takeover bid, to subscribe to capital increases at a discount of 99% (0.18 cents per share) compared to the current price (€2.19). On the other hand, it is proposed to current shareholders to invest under less favorable conditions (0.53 cents per share). They are asking for "strict equality of treatment."
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Several of them - Adamo, the association of minority shareholders of Orpea and Concert'O - had recently written to the AMF to oppose the request for derogation from the CDC and its allies. They say they are "ulcerated" by the decision of the gendarme of the Stock Exchange. "The AMF tramples on its own regulation to let a creeping nationalization of Orpea take place at a ridiculous price," says a representative of Concert'O. This shareholder concert brings together the family group Mat Immo Beaune and Nextstone, an investment group in unlisted real estate in France. Together, they hold 5.52% of the capital. They are considering several legal actions: they want to challenge the takeover waiver granted by the AMF to the Paris Court of Appeal. And challenge before the Nanterre Commercial Court the order it has taken, giving Orpea until the end of 2023 to hold the general meeting of validation of the 2022 accounts. "Nothing justifies the postponement of this meeting except the refusal to submit to the judgment of the shareholders," says Concert'O. "The idea is that it is the new shareholders who validate the 2022 accounts," Laurent Guillot, Orpea's CEO, recently explained. Last year, the retirement home group posted a net loss of $4 billion, due to a series of impairments of mainly real estate assets.
Approved by approximately 51% of "unsecured" financial creditors (with no financial guarantee), Orpea's restructuring plan will be put to the vote of interested parties (creditors and shareholders) in June. "The restructuring should be completed in October or November 2023," said Laurent Guillot in mid-May.
