The International Power independent board members unanimously approved the revised offer made by GDF Suez for the 30% stake it does not already own in International Power. The revised offer price is p 418/sh + a 2011 final dividend of € c 6.6/sh. The offer has been approved by the Board of GDF Suez.
The transaction will be structured as a “Scheme of Arrangement” under the UK regulatory framework, which facilitates a shorter timetable with a targeted closing date mid-July 2012. In case of a favourable vote from International Power minority shareholders, GDF Suez will own 100% of International Power shares.
With 1,541m outstanding shares not owned by GDF Suez, the cash outflow amounts to € 7.7bn. Additionally, dilutive instruments (convertible bonds, stock options, performance plan) will have an impact on net debt of € 0.6bn.
The IPR deal should be EPS accretive even after € 3.0bn in disposals and € 2.0-3.0bn saved via a scrip dividend (The French State and the GBL have already committed to elect for the scrip dividend option for two dividend payments). EPS accretion would have been 9% on pro-forma 2011 numbers, before additional disposals and stock dividend.
The deal will result in an increase in net earnings as the 30% minorities related to the part GDF Suez not held in IPR will disappear. As a result the 2012 net recurring Group share is revised upwards by € 200m to € 3.7-4.2bn (vs. € 3.5-4.0bn earlier guidance) since IPR will be fully integrated in the second semester. For the full year 2013, the increase will amount to ~ € 400m before additional disposals. On a per share basis and after disposals and scrip dividend, the transaction should be modestly accretive we believe.
GDF Suez revised upwards its capex guidance within fast growing markets to 40%-50% of the Group’s total gross capex in the medium term vs. 30% today. GDF Suez will get access to all IPR cash, Net debt/EBITDA will remain below 2.5x (post disposals and scrip dividend), while the dividend for 2012 will at least remain at the level of the dividend of 2011. As a result of the deal, GDF Suez should accelerate the development to high growth areas, enhance the group's growth profile, gain full control of the global portfolio mix, capture full earnings contribution of the large project pipeline and have a simplified and focused group structure.
Via IPR, investors were able to have a direct exposure to fast growing markets, while minorities significantly diluted GDF Suez’ net profit. Post the transaction, GDF Suez should be able to capture the full opportunities of this growth story, while simplifying its Group structure. We stick to our Hold rating and € 21/sh TP.