Giammaria Giuliani in Take Private of Rothschild & Co.

Cleary Gottlieb is advising Giammaria Giuliani, represented by GISEV Family Office, in the take private of Rothschild & Co.

Concordia, the largest shareholder of Rothschild & Co (holding c. 39% of the share capital), has confirmed its intention to file a takeover offer for Rothschild & Co shares at a price of €48 per share (with right to distributions attached) with a view to requesting the implementation of a squeeze out and delisting.

In connection therewith, Concordia would act in concert with various family investors including Giammaria Giuliani (GG 1978 SICAF SIF), Groupe Industriel Marcel Dassault, Mousse Partners, and Peugeot Invest, alongside the Maurel family and Edouard de Rothschild who currently own respectively 5.5% and 5.3% of the share capital of Rothschild & Co. Other investors would also join the concert.

Prior to the filing of the offer, Rothschild & Co plans to propose the payment of an ordinary dividend of €1.40 per share and an exceptional distribution of €8 per share. The total amount of these two distributions would reduce the announced offer price accordingly.

The filing of the offer with the French market authority (Autorité des marchés financiers), which would be subject to obtaining the required regulatory clearances and the payment of the two distributions mentioned above, is expected to take place in mid-2023.

This proposed offer is based on the observation that Rothschild & Co’s development does not require it to remain listed. None of the businesses of the group needs access to capital from the public equity markets and their performance should be assessed over the long term.

The deal values Rothschild & Co at €3.7 billion.