Springer Nature AG & Co. KGaA / Key word(s): IPO
23.09.2024 / 08:30 CET/CEST
The issuer is solely responsible for the content of this announcement.
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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE.
PRESS RELEASE
Shares of Springer Nature AG & Co. KGaA intended to be offered within a price range of €21.00 to €23.50 per share Price range implies a total market capitalisation of between €4.2 billion and €4.7 billion Offer period expected to commence on 24 September 2024 and expected to end on 1 October 2024; first day of trading planned for 4 October 2024 Intended offering targets gross proceeds for Springer Nature from a capital increase in an amount of €200 million to further reduce the company’s debt and comprises up to 17,857,144 shares from BC Partners including potential Greenshoe Option Free float would amount from 11.7% without exercise of the Greenshoe Option, and up to 13.5% if the Greenshoe Option were exercised in full, based on the mid-point of price range Offering and listing are subject to approval of prospectus by German Federal Financial Supervisory Authority (BaFin) and prospectus publication
Berlin, 23 September 2024
Springer Nature AG & Co. KGaA (the “Company”) decided today to launch the initial public offering (“IPO”) and planned listing of the Company’s shares on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard). The Company, a leading global research, health and education publisher, intends to publish its prospectus containing the terms and conditions for its planned IPO today. The Company is currently owned by entities controlled by Holtzbrinck Publishing Group (HPG) and funds advised by BC Partners.
The IPO is subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and publication of the prospectus, which is currently targeted for 23 September 2024. If approved, the prospectus would be made available on Springer Nature’s IPO website: https://ir.springernature.com/.
The offering is expected to include newly issued shares from a capital increase targeting gross proceeds of €200 million as well as existing shares from the holdings of BC Partners (the “Selling Shareholder”). It is expected to comprise a public offer to retail investors (natural persons) and institutional investors in Germany and private placements in certain other jurisdictions. The price range for the shares has been set at €21.00 to €23.50 per share. The first day of trading for Springer Nature shares is expected to be 4 October 2024.
Frank Vrancken Peeters, CEO of Springer Nature, said: “Springer Nature has consistently delivered both in terms of operational and financial performance. We consider the interest from investors that we have seen so far as a strong vote of confidence for the value we provide to the communities we serve, our resilient business model and our sustainable growth momentum.”
Subject to the final pricing and assuming issuance of the respective number of new shares required to achieve the targeted gross proceeds of €200 million, between 8,510,639 and 9,523,810 new shares (the “New Shares”) would be placed in this offering. In addition, the Selling Shareholder plans to offer 14,285,716 existing shares (the “Secondary Shares”), which could be increased to up to 17,857,144 shares from the holdings of the Selling Shareholder in connection with a possible over-allotment (the “Over-Allotment Shares)[1]. The Selling Shareholder has granted the Stabilization Manager an option to acquire for the account of the Underwriters, at the offer price less agreed commissions, a number of shares of the Company equal to the number of Over-Allotment Shares (the "Greenshoe Option”). The proposed price range suggests a total market capitalization of between €4.2 billion and €4.7 billion. Depending on the total offer size, the expected free float[2] would range from 11.7% (without exercise of the Greenshoe Option) to 13.5% (assuming full exercise of the Greenshoe Option).
Springer Nature intends to use the €200 million gross proceeds from the planned sale of the New Shares to further reduce the Company’s debt and for the optimisation of the Company’s financing structure. As a result, financial leverage could be reduced to about 2.4x following the offering (compared to 2.7x at the end of H1 2024[3]).
Subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and publication of the prospectus, the offer period is expected to commence on 24 September 2024 and end on 1 October 2024. Offers could be submitted until 12:00 noon CEST by retail investors (natural persons) and 2:00 pm CEST by institutional investors on the last day of the offer period. Based on the order book prepared during the bookbuilding process, the final offer price per share and the final number of shares to be sold are expected to be determined on 1 October 2024.
Springer Nature has agreed to a lock-up period of 180 calendar days and management to a 12-month lock-up period, while BC Partners and HPG have agreed to a 6-month lock-up period, in each case from the date of the first listing of the Company’s shares, subject to certain exceptions. In addition, a staggered 24-month lock-up period[4] for HPG vis-à-vis BC Partners is in place from the date of the first listing of the Company’s shares.
As previously announced, Springer Nature would expect to pay a dividend of €25 million for the financial year 2024 based on its robust cash flow generation. Thereafter Springer Nature would intend to implement a dividend policy of paying approximately 50% of its annual adjusted net income[5] to its shareholders.
Deutsche Bank, J.P. Morgan and Morgan Stanley are acting as Joint Global Coordinators. BNP PARIBAS, COMMERZBANK in cooperation with ODDO BHF, Goldman Sachs Bank Europe SE and UniCredit have been mandated as Joint Bookrunners and Crédit Agricole CIB and ING as Co-Bookrunners.
About Springer Nature
Springer Nature opens the doors to discovery for researchers, educators, clinicians, and other professionals. Every day, around the globe, our imprints, books, journals, platforms, and technology solutions reach millions of people. For over 180 years our brands and imprints have been a trusted source of knowledge to these communities and today, more than ever, we see it as our responsibility to ensure that fundamental knowledge can be found, verified, understood, and used by our communities – enabling them to improve outcomes, make progress, and benefit the generations that follow.
Springer Nature includes renowned brands such as Springer, Nature Portfolio, BMC, Palgrave Macmillan, and Scientific American. Further information at springernature.com/group and at @SpringerNature.
Disclaimer
This announcement is an advertisement for the purposes of the prospectus regulation EU 2017/1129 (“Prospectus Regulation”). It does not constitute an offer to purchase any shares in Springer Nature AG & Co. KGaA (the “Company”) and does not replace the securities prospectus which, if approved by the German Federal Financial Supervisory Authority (“BaFin”), is expected to be made available free of charge, together with the relevant translation of the summary, at https://ir.springernature.com/. The approval of a securities prospectus by BaFin should not be understood as an endorsement of the investment in any shares in the Company. Investors should purchase shares solely on the basis of the prospectus (including any supplements thereto, if any) relating to the shares and should read the prospectus which is yet to be published (including any supplements thereto, if any) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Investment in shares entails numerous risks, including a total loss of the initial investment.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company. A public offer in Germany will be made solely by the means of, and on the basis of, the published securities prospectus (including amendments thereto, if any).
This announcement may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The information in this announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares in the Company in any jurisdiction. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). There will be no public offering of the Securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions. There will be no public offer of the securities in Australia, Canada, South Africa or Japan.
In member states of the European Economic Area (other than Germany), this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.
In the United Kingdom, this document is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
In connection with the planned offering of the shares in the Company, J.P. Morgan SE, acting for the account of the underwriters, would act as stabilization manager (the “Stabilization Manager”) and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse, as amended, in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company’s shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be [4] October 2024, and ending no later than 30 calendar days thereafter (the “Stabilization Period”), or earlier if the end of the stabilization period falls on a public holiday, Saturday or Sunday. Stabilization measures may result in a market price that is higher than would otherwise prevail. However, the Stabilization Manager is under no obligation to take any stabilization measures and any stabilization action, if begun, may cease at any time. There can be no assurance that stabilizing measures will be undertaken. Stabilization measures may be undertaken at the following trading venues: Frankfurt Stock Exchange, Xetra, BATS Europe, Berlin Stock Exchange, Tradegate Exchange, Chi-X Exchange, Dusseldorf Stock Exchange, Equiduct MTF, Eurocac Stock Exchange, Hamburg Stock Exchange, Hanover Stock Exchange, IBIS, Munich Stock Exchange, Stuttgart Stock Exchange, Turquoise MTF, VirtX Exchange.
None of the Company, Deutsche Bank Aktiengesellschaft, J.P. Morgan SE, Morgan Stanley Europe SE, BNP PARIBAS, COMMERZBANK Aktiengesellschaft, Goldman Sachs Bank Europe SE, UniCredit Bank GmbH, Crédit Agricole Corporate and Investment Bank and ING Bank N.V. (together the “Banks”, and together with the Company, the “Persons”), or any of the respective directors, officers, personally liable partners, employees, agents, affiliates, shareholders or advisers of such Persons (the “Representatives”) may notify you of changes nor is under an obligation to update or keep current the announcement or to provide the recipient thereof with access to any additional information that may arise in connection with it, save for the making of such disclosures as are required by mandatory provisions of law. This announcement does not constitute investment, legal, accounting, regulatory, taxation or other advice. No person is authorised to give any information or to make any representation not contained in and not consistent with the announcement and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company or any Bank.
This announcement may contain forward looking statements. These forward looking statements can be identified by the use of forward looking terminology, including the terms "plans," "targets," "aims," "continues," "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Springer Nature’s intentions, beliefs or current expectations concerning, among other things, its prospects, growth, strategies and the industry in which Springer Nature operates. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are cautioned that forward looking statements are not guarantees of future performance and events and that the development of Springer Nature’s prospects, growth, strategies and the industry in which Springer Nature operates as well as actual events may differ materially from those made in or suggested by the forward looking statements contained in this document. In addition, even if the development of Springer Nature’s prospects, growth, strategies and the industry in which it operates and future events are consistent with the forward looking statements contained in this document, those developments may not be indicative of Springer Nature’s results, liquidity or financial position or of results or developments in subsequent periods not covered by this document. Nothing that is contained in this document constitutes or should be treated as an admission concerning the financial position of the Company and/or Springer Nature. Each of the Company, the Banks and their respective Representatives expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Banks are acting exclusively for the Company and BC Partners (the “Selling Shareholder”) and no-one else in connection with the planned offering of shares of the Company (the “Offering”). They will not regard any other person as their respective clients in relation to the planned Offering and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the planned Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the planned Offering, the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of the Company or related investments in connection with the planned Offering or otherwise. Accordingly, references in the prospectus, once published, to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Banks (or their affiliates) may from time to time acquire, hold or dispose of the Company’s shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Banks or any of their respective Representatives accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. The expected date of the admission to trading of shares of the Company on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (together, the “Admission”) may be influenced by things such as market conditions. There is no guarantee that Admission will occur and no financial decision should be based on the intentions of the Company in relation to Admission at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specializing in advising on such investments. This release does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
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Contact
Cornelius Rahn | Springer Nature | Communications and Corporate Affairs
tel +49 151 1563 7515 | cornelius.rahn@springernature.com
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Board: Franciscus Vrancken Peeters (Chairman), Marc Spenlé, Alexandra Dambeck, Rachel Jacobs, Harsh Jegadeesan, Carolyn Honor
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[1] Up to 3,571,428 existing bearer shares from the holdings of the Selling Shareholder to cover potential over-allotments (the “Over-Allotment”), which would be made available to the stabilization manager (the “Stabilization Manager”), acting for the account of the Underwriters, in the form of a securities loan. [2] Based on the mid-point of price range. [3] Defined as net financial debt divided by adjusted EBITDA for the twelve months ended 30 June 2024. [4] 100% of HPG shares locked up for 6 months, 95% for 12 months, 90% for 24 months from the listing date. [5] Defined as net result for the period before gains/losses from the acquisition/disposal of business/investments, amortisation/depreciation and impairment on acquisition related assets (net of taxes) and exceptional items.
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