On April 18, 2007, the Boards of Directors of CFF Recycling and Penauille Polyservices, chaired by Daniel Derichebourg, approved the principle of a merger by means of the absorption of CFF Recycling by PENAUILLE. CFF Recycling currently holds around 67% of the capital and the voting rights in Penauille Polyservices.
REASONS FOR THE PLANNED MERGER OPERATION AND ITS ANTICIPATED BENEFITS
In July 2006, CFF Recycling, already a shareholder of Penauille Polyservices, increased its stake in its subsidiary to 67%. With Daniel Derichebourg as its chairman from that date, a major restructuring of the Penauille Polyservices Group was launched by CFF Recycling, which further increased its financial investment in its subsidiary.
The operation currently envisaged will build on the consequences of this interdependent relationship. It will simplify the shareholding structure of Penauille Polyservices and enable the Group to benefit from a single and stronger stock market status whose distribution capacity will be maintained as of the present financial year.
The operation will also facilitate the implementation of operating synergies in terms of both revenues and costs. With increasing emphases on services in the recycling industry, the merger will provide a high quality service division capable of providing a global recycling and multi-service offer. With around €4 billion in revenues and 55,000 employees, the new Group will be able to continue to count on profitability led by the performance of the recycling business, while looking forward to the recovery engaged by CFF Recycling in facilities management and airport services.
Finally, the merger will lead the way for further financial optimization of the Group.
PRINCIPLE CHARACTERISTICS OF THE PLANNED MERGER OPERATION
The planned operation would consist of a merger-absorption of CFF Recycling by its subsidiary Penauille Polyservices, based on a parity of seven (7) new Penauille Polyservices shares for one (1) CFF Recycling share. A request will be submitted for the admission of the new Penauille Polyservices shares for trading on the Eurolist of Euronext Paris (compartment B).
The merger between CFF Recycling and Penauille Polyservices has been the subject of a procedure of consultation with employee representatives. It will be submitted for the approval of shareholders of the two companies, and the envisaged merger parity of seven Penauille Polyservices shares for one CFF Recycling share held will be assessed by the merger auditors, to be appointed by the Paris Commercial Court. The merger between CFF Recycling and Penauille Polyservices is also subject to the necessary approval by the French financial markets authorities (AMF) on the basis of the terms envisaged.
Following the merger, Penauille Polyservices will operate three businesses: recycling, facilities management and airport services. Each business will be controlled by a holding company wholly owned by Penauille Polyservices.
The definitive terms of the merger, notably the assessment by the merger auditors of the envisaged share parity, should be known by the beginning of June 2007 at the latest, and will be set out in a press release.
The shareholders of CFF Recycling and Penauille Polyservices are expected to meet to approve the merger operation in mid-July 2007.
ABOUT CFF RECYCLING
CFF Recycling is listed on Compartment B of Euronext Paris and is included in the EURONEXT 150 – ISIN code: FR 000003905
ABOUT PENAUILLE POLYSERVICES
Penauille Polyservices is listed on Compartment B of Euronext Paris, is eligible for the deferred settlement service and is included in the EURONEXT 150 – ISIN Code: FR 0000053381 – Reuters Code: PPSF.PA – Bloomberg Code: PPS FP
CFF RECYCLING AND PENAUILLE POLYSERVICES PRESS CONTACT:
Simon Gillham – Tel: +33 (0)1 72 27 02 45
This press release is also available on the websites of CFF Recycling (www.cffrecycling.com) and Penauille Polyservices (www.penauille.com)
For the purposes of the planned merger operation, the relevant documents will be submitted to the French financial markets authority (AMF). We strongly recommend that investors read all documents submitted to the AMF, as well as any codicils or supplementary documents. At the appropriate time, investors will be informed of how to obtain, at no cost, documents relating to the operation, by Penauille Polyservices or by a duly designated representative. Investors and shareholders of CFF Recycling can obtain, at no cost, copies of documents submitted to the AMF from the AMF website (www.amf-france.org) or directly from the CFF Recycling website (www.cffrecycling.com) or the Penauille Polyservices website (www.penauille.com).