Dutch fashion company R&S Retail Group, which owns Miss Etam, has tabled a bid for Belgian FNG (Fred & Ginger and several other brands). The Belgian company would remain in control, even if it were acquired.
Acquisition in shares
R&S Retail Group's acquisition bid is handled entirely in shares, which means that no money will be paid to acquire FNG. Even though R&S Retail Group has lodged the official bid, FNG's shareholders will obtain pretty much the entire company. For every FNG share, R&S will hand out 17.2 new shares and every FNG warrant will get 8.6 new shares in R&S.
“The goal is to give our shareholders 85 to 90 % of all shares in the new merger company", FNG CEO Dieter Penninckx told Belgian business newpaper De Tijd. R&S CEO Rens van de Schoor added that "If you want to designate a particular building as the main office, it will probably be located in Belgium.
FNG on the stock exchange
There is a very particular reason for R&S to acquire FNG and not the other way around: despite the fact that FNG's 250 million euro turnover is twice that of R&S, the latter is listed on the Amsterdam stock exchange. An acquisition by R&S would instantly give FNG a stock exchange position in the Netherlands. FNG has already acquired several Dutch chains in the past, meaning the majority of its turnover comes from the Netherlands.
R&S' shareholders however have not responded too well to the acquisition bid, as the share price immediately dropped 16 %.