(BFM Bourse) – The group will ask its shareholders at the beginning of March to decide on the transformation of the company into a partnership limited by shares, in order to protect its assets in the military field from a hostile takeover.
To curb potential predators, Cybergun intends to use an anti-takeover weapon (takeover bid) well known to lawyers.
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) will bring together its shareholders in a mixed general meeting on March 3. During this event, the holders of the group will be called upon to decide on the plan to transform the legal form of the group, moving from the status of a public limited company to that of a partnership limited by shares.
A legal “fortress”
This legal form is often described as a “fortress” erected in the face of hostile takeovers, because it makes it possible to dissociate two types of shareholders, namely general partners and limited partners. The former see their assets merge with that of the company, and deal with the management of the company, by appointing and revoking the managers (who themselves are not necessarily general partners) and or deciding on the modification of the statutes. They have, so to speak, “full powers”, as the doctrineactu.fr site points out. The sponsors provide the capital but do not interfere in the management of the company.
This status constitutes an anti-takeover weapon because a “raider”, an investor who tries to get his hands on the group, cannot force a general partner to sell him his shares, and therefore his power, the transfer being subject to the approval of all sponsors. There are however limits, the “raider” being able to adopt an attitude of obstruction, for example by refusing to approve the accounts. This status notably enabled Hermès to resist the takeover of LVMH at the turn of the 2010s.
To return to Cybergun, the company justifies this transformation by invoking the need to “protect the strategic assets” of its military division, in the face of a potential hostile takeover.
“These activities include sensitive programs carried out as subcontractors for several big names in the energy, medical, petroleum and defense sectors and through the sale of assemblies and sub-assemblies for major donors. defense orders,” the company explains.
Stock market collapse
With this in mind, HBR Investment, personal holding company of Hugo Brugière, CEO of Cybergun (and other weakened microcaps, such as Neovacs, Pharnext and Boostheat), 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.
“There is a huge gap today between what the Cybergun group is experiencing from the inside, with the rise in power of the military division which should represent more than half of the activity in 2023, and the stock market situation of the society”, declared Hugo Brugière, quoted in a press release. “I do not want to expose strategic assets for the French defense industry to speculators or worse to foreign interests. This is why I am ready to commit myself even more strongly to the future of Cybergun”, said he added.
If the stock market rose by 18.15% on Wednesday to 0.11 euro, it has collapsed in recent years, with a plunge of 82% over one year, and a still low nominal despite the share consolidations. The title notably fell in December following the announcement of a complex dilutive financing, namely ORA-BSA (bonds redeemable in shares accompanied by share subscription warrants). Cybergun gave for information the example of a shareholder who would not participate in the operation and who owns 1% of the capital. Its stake would theoretically be reduced, ultimately, to 0.47%.
Cybergun has developed strongly in recent years in its military activity, which it therefore seeks to protect. This division represented at the end of October (therefore over 10 months of activity for the 2022 financial year) revenues of 13.4 million euros, representing 37% of turnover. Last year, Cybergun went through external growth by taking over the arms manufacturer Verney-Carron, which had been the subject of a judicial safeguard procedure. Its integration will bring 11 million euros in additional revenue in 2023, in addition to the 33 million euros targeted by Cybergun on its military division.
Julien Marion – ©2023 BFM Bourse
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