(BFM Bourse) – Hermès, Michelin or Rubis… From their inception or a little more recently, these companies adopted the status of partnership limited by shares. But this legal form is not the prerogative of large companies. To protect its military activities from a possible hostile takeover, Cybergun also wants to adopt it.
Cybergun shareholders will have to decide next month on the transformation of the company into a partnership limited by shares (SCA). The manufacturer of replica weapons under exclusive license, historically positioned in the civilian segment (airsoft) and since 2014 in defense (training of the armed forces and police) wishes to “protect the strategic assets” of its military division, faced with a potential hostile takeover.
With this in mind, HBR Investment, the personal holding company of Hugo Brugière, CEO of Cybergun, would become the sole general partner and would be jointly and severally liable for the company’s debts. HBR Investment owned approximately 21% of the group’s capital at the beginning of December.
Cybergun is not the only company in the Brugière galaxy to be called upon to change its legal status. Pharnext shareholders are invited in the coming weeks to vote on the transformation of the biopharmaceutical company, currently incorporated as a public limited company, into a partnership limited by shares. Néovacs, also taken over by HBR Investment, would be the sole general partner, thus becoming jointly and severally liable for Pharnext’s debts.
An origin dating back to the 12th century
What are the origins of this special status? Sponsorship is a very old form of organizing commercial enterprises. It dates back to the Republic of Venice in the 12th century. When the owner of a ship accompanied the voyage of a cargo, he was often tempted to interfere in the decisions of the captain, which is the best way to aggravate a delicate situation or cause damage. History of fixing the roles, the Venetian legislator invented the commendation.
During the crossing, the “sponsored” captain remained sole master on board and the “sponsored” owner of the cargo refrained from discussing his instructions. In return, the general partner had to reimburse on his last a damaged or lost cargo.
It is always this principle that underlies the limited partnership: its manager or managers have very broad powers to conduct the business of the company in the way they deem most appropriate, but they are responsible “indefinitely and jointly and severally on their personal assets” (in the case of a limited partnership).
The legal form of a limited partnership is found almost everywhere in Europe – in Germany, for example, the Merck laboratory, a member of the Dax, is a Kommanditgesellschaft auf Aktien – as well as in Quebec, but is not found in the United States or in Britain. The Anglo-Saxon influence has contributed to marginalizing this status somewhat – without eclipsing it, as evidenced by the vitality of a number of French listed companies that have retained it.
A popular status for investment banks (for themselves)
To sustain their own shareholder base, listed banks and investment companies – used to juggling mergers and acquisitions – have often opted for this SCA status.
Weighing just over 3 billion euros on the stock market, Rothschild & Co. (formerly “Paris Orléans”), the holding company of the Rothschild group, is a partnership limited by shares. The general partner in this case is a company, Rothschild & Co Gestion, chaired by Alexandre de Rothschild, the great-great-great-great-grandson of the founder Mayer Rothschild.
In the same sector, Tikehau and its capitalization of 4 billion is also an SCA, as is Financière Marjos (formerly the Clayeux company, controlled by the Krief group) which adopted the limited partnership in 2020. Within the Covivio group, the hotel subsidiary Covivio Hotels (2.4 billion euros in capitalization) has retained the status of SCA, inherited from the time when the company was a holding company called Foncière des Murs.
Solid industrial companies
Founded in 1853 by Louis-Antoine Bonduelle and Louis Lesaffre-Roussel, Bonduelle relies on the status of SCA to cultivate its independence. The agri-food group, capitalizing just over 410 million euros currently, is still majority owned by the Bonduelle-Dalle family.
Founded the same year by Léon Molinos, and listed in 1906, the Société Générale de Touage et de Remorquage – now Touax – is another company that seems determined to face the centuries thanks to its sponsorship status. The main operator of barges on the Seine in the 19th century, Touax today specializes in the rental and operation of freight wagons, river barges and containers (leading container manager in Europe and 3rd in the world). The Walewski family (via André Colonna Walewski, son-in-law of the founder) is still the majority shareholder, with the fifth generation currently in control. The company currently weighs 58 million euros.
Also noteworthy is the hybrid case of Bic: the listed entity is indeed a very classic public limited company, but the shares of most of the members of the Bich family group are housed within MBD, which is a partnership limited by shares Gilles Gobin
With Michelin, Hermès and Rubis the leading trio of the SBF 120
For a long time, Michelin (21.10 billion euros in market capitalization) was the other SCA appearing in the CAC 40, then the only one after the exclusion of Lagardère in 2010. In the case of the tire manufacturer, the status of sponsorship is the favorite weapon of the founding family to ensure that control of the company will remain in the bosom over time.
And since the arrival of Hermès in 2018, there are again two limited partnerships in the CAC 40. And almost five years after its inclusion, Hermès – still in the hands of the descendants of the founder Thierry Hermès, in particular the Guerrand families, Puech, Dumas, Rédélé, de Seyne, etc. – is now evolving at historic highs, at nearly 1,780 euros per share.
Founded much more recently, but also with a strong family imprint, the specialist in the storage and distribution of petroleum products Rubis – which already weighs 2.66 billion euros – opted from its creation in 1990 for the SCA. If there is no question of changing this status, the managers have nevertheless recently had to take certain criticisms into account, by agreeing to lower their fixed remuneration.
Lagardère, on the other hand, abandoned its legal status last summer, under pressure from the activist fund Amber Capital. As a result of the disappearance of sponsorship, the company has become “operable”. Vivendi wasted no time. The group led by Vincent Bolloré currently owns more than 57% of Lagardère following a takeover bid launched in February 2022.
An operation that could be called into question by Brussels. The European competition department is indeed concerned about the risks of concentration posed by the Vivendi-Lagardère merger in publishing. And to definitively record the takeover of the Hachette group, Vivendi must therefore separate from its publishing subsidiary, Editis. The group controlled by the Bolloré family therefore plans to list the French number two publishing company soon on the Euronext Growth compartment. This listing on this market would thus enable Editis to integrate the top twenty capitalizations of this compartment.
Sabrina Sadgui – ©2023 BFM Bourse
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