Claranova announces the acquisition of Société Commune Européenne de Participation (SCEP) by its subsidiary PlanetArt Holdings Inc., thereby enabling it to own 100% of PlanetArt LLC. The transaction is being financed by a €20 million loan obtained by Claranova Development SARL from Cheyne Capital on the same terms (interest rates, guarantees, acceleration clauses, covenants) as the €108 million loan arranged in April 2024 when the Group refinanced its debt, and over the residual term of the latter, i.e. with bullet repayment on April 4, 2028. A pledge of PlanetArt LLC shares held by SCEP has also been granted.

This financing will be provided in two installments, €15m payable on the day of the transaction, i.e. Nov. 8, 2024, and €5 million within 30 days. 

This operation is in line with the new “One Claranova” strategy for Claranova’s which aims to make Claranova a more integrated group, focused on operational excellence and profitability. With this acquisition, the croup will hold 100% of its two strategic divisions, Avanquest and PlanetArt. The company has earlier said it is seeking buyer for its MyDevices IoT subsidiary.

In January 2022, Claranova signed an agreement for the phased buyout of up to 65% of SCEP’s stake in PlanetArt LLC for US$85,000 per preferred share. This agreement also gave SCEP a right to require PlanetArt to be sold as of December 31, 2024, which would have been contrary to the group’s strategic orientations, the company said. To this day, Claranova has already acquired 39% of SCEP’s stake, which now holds only 4.68% of PlanetArt’s capital. This residual stake represents 393 preferred shares.

The SCEP buyout enables Claranova to acquire these preferred equity shares, for a total amount of €18.5 million, i.e. a price per preferred share of €47,000 (i.e. US$51,000), representing a 40% decrease compared with the agreement signed in January 2022.

Xavier Rojo will be appointed administrator of SCEP and Beth Burkhart will represent SCEP on the PlanetArt LLC Board of Directors. These appointments will help ensure a shared vision and the successful implementation of the “One Claranova” strategy.

Upon completion of this buyout, the only dilutive elements remaining at the level of these key subsidiaries will be the conversion option held by PlanetArt’s managers, Roger Bloxberg and  Todd Helfstein, exercisable in the event of the subsidiary’s sale or IPO, and the shares/stock options held by Eric Gareau in the Avanquest subsidiary, which should be transferred to Claranova to align his interests with those of the group, the company said.

“This operation marks a new step in the implementation of our new strategic plan, ‘One Claranova’,” said Eric Gareau, CEO, Claranova. “We will now hold the entirety of our strategic activities, facilitating the alignment of our expertise and the implementation of even more effective and innovative solutions for our customers. I’m delighted that we can turn the page on these past agreements and look to the future with a new perspective. I would like to thank Cheyne Capital for its renewed support, which demonstrates its confidence in Claranova’s potential. By pursuing our ‘One Claranova’ vision for a more integrated group that generates operational synergies, we will create sustainable value for all our stakeholders.”

Terms and conditions for the buyback 

The €18.5m will be paid in three installments:

• Initial payment on November 08, 2024, for €13.9m.
• 2^nd instalment on December 15, 2025, for €2.3m.
• 3^rd instalment on July 3, 2026, for €2.3m.

If PlanetArt is sold before June 30, 2026, at a value exceeding US$275 million, Claranova undertakes to pay contingent consideration (earnout) of €2.3m.