Mubadala Capital Signs Tender Offer Agreement To Acquire Pierre & Vacances At €1.90 Per Share

By Amit Chowdhry ● Yesterday at 12:18 PM

Mubadala Capital has signed an agreement setting the terms of its proposed acquisition of Pierre & Vacances through an all-cash voluntary tender offer. The transaction would be completed through MC Pomona Bidco, a special-purpose vehicle controlled by Mubadala Capital.

Mubadala Capital has secured tender commitments from shareholders representing approximately 80.13% of Pierre & Vacances’ outstanding share capital. This support exceeds the statutory acceptance threshold of 50% required for the proposed offer to proceed.

Pierre & Vacances’ board unanimously welcomed the proposed transaction and preliminarily determined that it serves the interests of the company, its shareholders, employees and other stakeholders. The board will issue its formal opinion after reviewing an independent fairness assessment and consulting the company’s employee representative bodies.

The offer provides €1.90 in cash for each Pierre & Vacances ordinary share before the proposed extraordinary distribution. Shareholders would receive €1.79 per share through the tender offer after accounting for the planned €0.11-per-share distribution.

An additional €0.10 per ordinary share would be paid if Mubadala Capital reaches the ownership level required to conduct a squeeze-out and immediately delist the company. That process generally allows an acquirer exceeding the applicable ownership threshold to purchase the remaining minority interests.

The agreement also establishes separate prices for Pierre & Vacances’ shareholder warrants, creditor warrants and certain unlisted preference shares. These securities would receive additional payments if the conditions for a squeeze-out are satisfied.

Pierre & Vacances plans to ask shareholders to approve the €0.11-per-share extraordinary distribution at a meeting expected around September 30, 2026. The payment is subject to regulatory clearance of the offer and waivers under the company’s existing financing arrangements.

The tender offer is expected to be filed with France’s Autorité des marchés financiers no later than the first quarter of 2027. Completion is currently anticipated during the first half of 2027, subject to regulatory approvals, the board’s formal opinion and other conditions.

The committed shareholders include Fidera Limited, Benefit Street Partners and Pastel Holding. Pristine, acting as trustee under an arrangement involving lenders and the French government, has also agreed to tender shares.

Pierre & Vacances-Center Parcs Group operates four leisure and hospitality brands: Pierre & Vacances, Center Parcs, Adagio and maeva&co. Its portfolio includes more than 45,000 apartments, houses and villas across approximately 330 European destinations.

The group welcomed nearly 8 million customers and generated approximately €1.95 billion in revenue during its 2024-2025 financial year. Its operations focus heavily on regional and close-to-home holidays serving predominantly domestic customers.

Pierre & Vacances has strengthened its operating performance, customer experience and financial position through a multiyear transformation. Mubadala Capital plans to support the next stage of the group’s development through additional investments in its properties, customer offering and European expansion.

The transaction would provide capital for the group’s Beyond ReInvention strategic plan. Planned initiatives include renovating existing sites, expanding capacity and continuing to invest in the employees responsible for operating its destinations.

Mubadala Capital has experience with large take-private transactions through acquisitions such as CI Financial and Clear Channel Outdoor Holdings. It also has exposure to the European leisure and hospitality sector through its investment in the regional amusement park operator Looping Group.

Mubadala Capital manages, advises and administers more than $600 billion through its asset managers and strategic partnerships. Its wholly owned businesses invest more than $60 billion across private equity, credit, venture capital, special opportunities and other strategies.

Support: Morgan Stanley is serving as Pierre & Vacances’ lead financial adviser, with BNP Paribas acting as co-financial adviser. PJT Partners is Mubadala Capital’s financial adviser, while Cleary Gottlieb Steen & Hamilton and Freshfields are providing legal advice.

KEY QUOTES:

“The signing of this agreement, supported by the commitments of our main shareholders, marks a decisive step in our strategic review. The Board of Directors has unanimously welcomed it, in the best interests of the Company, its shareholders, its employees and its stakeholders.”

Georges Sampeur, Chairman of the Board of Directors of Pierre & Vacances

“With Mubadala Capital, the Group gains a partner who believes in what we’ve built and is putting real capital behind it: into our sites, our teams, and the next phase of the Beyond ReInvention strategic plan. That means we can keep investing in the experience our customers count on, close to home and at a level they expect.”

Franck Gervais, Chief Executive Officer of Pierre & Vacances-Center Parcs Group

“The Pierre & Vacances-Center Parcs Group has built something rare: four strong brands, millions of loyal customers, and decades of operating history. We’re investing to help the Group grow from a position of strength, expanding capacity, upgrading sites, and backing the teams who run them day to day. Our investment in Looping Group gave us a close look at this sector, and we’re looking forward to bringing that experience to this partnership.”

Antoun Ghanem, Partner and Head of European Private Equity at Mubadala Capital

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