Würth Group to launch a tender offer for TIM shares. TIM’s major shareholders have already committed to sell their shares in response to the tender offer
The Würth Group, a world leader in the development, production and sale of fastening and assembly materials and, together with its electrical wholesaling entity, one of the leading wholesalers in Central and Eastern Europe, intends to acquire TIM S.A. (the ‘Company’), the largest distributor of electrical goods in Poland. The Würth Group intends to announce a tender offer for all shares in TIM S.A. (‘Tender Offer’).
The main shareholders, including the President of the Management Board of the Company Krzysztof Folta, have already signed investment agreements under which they undertake to sell their shares in the Tender Offer. Following the successful Tender Offer, the Würth Group intends to support TIM S.A. in its further development. The company shall become an integral part of the Würth Group’s Electrical Wholesale business entity and shall continue to operate independently under the current management team.
The share price in the Tender Offer shall be PLN 50.69, representing a premium of 34.1%, 51.7% and 67.0%, respectively, to the last closing price of the Company’s shares prior to the date of the announcement of the tender offer intention, the 3-month volume-weighted average price and the 6-month volume-weighted average price of the Company’s shares prior to that date. The Tender Offer share price also represents a premium of 93.8% to the last closing price prior to the Company’s strategic option review announcement on 22 August 2022.
The transaction marks the beginning of a new phase in the 35-year history of TIM S.A., a leader in the still-fragmented Polish market for the distribution of electrotechnical products, operating Poland’s largest B2B e-commerce website TIM.pl. The company has been listed on the Warsaw Stock Exchange since 1998.
The planned Tender Offer is the result of a review of strategic options carried out by TIM S.A., which was conducted in accordance with the best market practices and with the support of renowned financial advisors and a legal advisor. Having analysed the possible courses of action, the Company has concluded that a partnership with the Würth Group is the most advantageous option for the purpose of maximising value for TIM S.A.’s stakeholders.
‘This transaction is another milestone in the development path of the TIM Group and at the same time a confirmation of the great value that the Management Boards and all employees of both companies have built over the years. Joining the Würth Group shall strengthen TIM S.A. strategically and pave the way for expansion into new areas. It was of great importance to us that the agreed terms of the transaction are very favourable for the existing shareholders, and that the Würth Group will support further dynamic development of both TIM Group companies’, comments Krzysztof Folta, President of the Management Board of TIM S.A.
‘We are impressed by the TIM Group’s development, especially in the areas of e-commerce and operational efficiency. Joining forces in the market of electrotechnical distributors in Poland will help us to achieve our strategic goals, as well as provide even greater exposure and know-how in the area of e-commerce. We recognise the value of TIM, which is why we have decided to offer a very significant premium over the average transaction price of recent months. The attractiveness of our proposal is demonstrated by the commitment of the Management Board and the Company’s largest shareholders to sell their shares. As we appreciate TIM’s strong corporate culture, which is similar to ours, and the company’s employees’ commitment to growth and innovation, we want to ensure that TIM continues its growth, so we intend to strongly support the current management in the implementation of the joint strategy’, adds Ulrich Liedtke, vice president responsible for international wholesale of electrical engineering materials at the Würth Group.
The Company’s largest shareholders and key managers, collectively representing approximately 42% of the total number of shares in the share capital and the total number of votes in TIM S.A., have signed agreements with FEGA & Schmitt Elektrogroßhandel GmbH, a member of the Würth Group, which will directly launch the Tender Offer (the ‘Offeror’). Pursuant to the Agreements, Krzysztof Folta (President of the Management Board and founder of TIM S.A.), Krzysztof Wieczorkowski (President of the Supervisory Board of TIM S.A.), Piotr Tokarczuk (CFO of TIM S.A.), Piotr Nosal (CCO of TIM S.A.), Maciej Posadzy (President of the Management Board of 3LP S.A.), Ewa Folta and Jan Walulik are obliged to submit subscriptions for the planned Tender Offer at the agreed price of PLN 50.69 per share. At the same time, it was decided that the compositions of the Management Boards of TIM S.A. and 3LP S.A. shall remain unchanged, continuing to pursue their existing strategies, but within the framework and with the support of the Würth Group.
If, as a result of the Tender Offer, a threshold of at least 95% of the total number of votes at the General Meeting of Shareholders is reached, the Offeror intends to announce a compulsory buyout of shares held by minority shareholders of TIM S.A.. Subsequently, in accordance with the applicable laws, the Offeror intends to delist the Company from the Warsaw Stock Exchange.
mBank S.A. and mInvestment Banking S.A. act as M&A and financial advisors to TIM S.A., while DLA Piper acts as a legal advisor.
BNP Paribas acts as exclusive M&A and financial advisor, Domański Zakrzewski Palinka sp.k. acts as legal advisor, EY was responsible for financial and tax due diligence, and Santander Bank Polska S.A. – Santander Biuro Maklerskie acted as intermediary broker and transaction advisor in the tender offer for the Würth Group.
The global leader in the development, production and sale of fastening and assembly materials. Its partner companies, both sales and production, operate in related business areas ranging from electrical and electronics wholesalers to financial services. The group employs more than 85,000 employees in more than 400 companies and has more than 2,500 shops in 80 countries. According to the preliminary annual financial statements in 2022, the group achieved sales revenues of €19.95 billion.