MARCH 6TH, 2015
Thomas Cook and Fosun announce a strategic partnership; Fosun acquires a 5% stake in Thomas Cook
Thomas Cook Group plc (“Thomas Cook” or the “Company”), one of the world’s leading global leisure travel groups, and Fosun International Limited (“Fosun”), a leading investment group with operations globally, announce a strategic partnership to build international cooperation across a number of business areas, with a view to accelerating Thomas Cook’s existing profitable growth strategy and creating the potential for new growth opportunities.
In the context of the strategic partnership, and with a view to becoming a long term shareholder in Thomas Cook, Fosun has agreed to invest £91.8m for the issue of 73,135,777 new Thomas Cook ordinary shares, representing 5% of the Company’s existing issued ordinary share capital, and intends over time to purchase further Thomas Cook shares on the open market with a view to increasing its shareholding in Thomas Cook up to approximately 10% of the enlarged issued ordinary share capital.
The Board of Thomas Cook believes that the partnership with Fosun represents an attractive opportunity to deliver significant benefits to Thomas Cook’s customers, staff and shareholders, including:
the introduction of a new long term strategic investor in the Company with a strong track record of investments in the international travel and leisure market;
the acceleration of Thomas Cook’s product strategy, for example through the further development of its exclusive Concept hotels across its key destination markets;
collaboration opportunities with Fosun’s other travel and leisure businesses, including Club Med, a leading holiday resort company; and
access, over the medium term, to the fast-growing Chinese tourism market in partnership with a company with significant experience in Chinese leisure and tourism.
Assuming the plans under the partnership are implemented in 2015, the Board of Thomas Cook expects the proposed initiatives to deliver sufficient profit to be earnings accretive in the financial year ended 30 September 2016.
Frank Meysman, Chairman of Thomas Cook, said:
“Building on our significant progress to date, we are delighted to announce our partnership with Fosun, which represents a major milestone in Thomas Cook’s 174-year history designed to bring significant benefits to Thomas Cook and its shareholders. Fosun’s strong track record of value creation and focus on international tourism makes it the ideal partner to strengthen our brands and products.”
Wang Qunbin, Executive Director and President of Fosun, said:
“Our strategic partnership with Thomas Cook is another strong example of Fosun’s status as a trusted and experienced partner for leading international tourism businesses. Thomas Cook’s strong brand heritage and its leading position in the European travel market, together with Fosun’s extensive expertise and resources, will capitalise on the increasing demand for international leisure travel. The investment in Thomas Cook complements our other recent investments in the sector, providing opportunities for further value creation.”
Peter Fankhauser, Chief Executive Officer of Thomas Cook, said:
“Our partnership with Fosun is aimed at accelerating our profitable growth strategy by allowing us to further develop our differentiated product in our core destination markets, to collaborate with Fosun’s other portfolio businesses particularly in France, and to access the world’s largest and fastest-growing tourism markets with an experienced local partner. We are looking forward to working closely with Fosun’s team to execute the commercial opportunities we are developing.”
Qian Jiannong, President of Fosun’s Tourism & Commercial Group, said:
“This partnership further demonstrates Fosun’s commitment to the tourism sector and represents another significant milestone following our investment in Club Med. We are excited about the prospect of developing our partnership with Thomas Cook.”
The Strategic Partnership
Acceleration of Thomas Cook’s product growth strategy
Thomas Cook has created, over the past 40 years, a portfolio of international Concept Hotel brands which offer guests a premium resort experience at affordable prices. Today Thomas Cook’s Concept Hotel portfolio comprises 220 resorts in sun and beach destinations.
As part of the strategic partnership, Thomas Cook and Fosun are developing the opportunity to create a hotel investment platform, under a partnership model, that will enhance Thomas Cook’s exclusive product offering by developing a hotel portfolio under Thomas Cook’s Concept Hotel brands across key destination markets.
Collaboration between Thomas Cook and other travel and leisure businesses in Fosun’s investment portfolio, including Club Med
Over recent years Fosun has made a number of investments in the tourism industry, both domestically and overseas. In 2015, Fosun, together with a number of investment partners, acquired Club Med, a leading holiday resort company. In France, Thomas Cook is an important and long- standing partner of Club Med, and the largest third party distributor of Club Med’s products.
Thomas Cook and Fosun will explore collaborative opportunities between Thomas Cook and other travel and leisure businesses in Fosun’s investment portfolio, including a closer co-operation with Club Med, further enhancing the existing strong relationship between the two organisations in France and extending it to other key European markets.
Chinese tourism areas of co-operation
Thomas Cook and Fosun have agreed to explore several collaboration opportunities in the medium term to capitalise on the fast-growing Chinese domestic and international tourism market, with a focus on three initiatives:
the development of concept hotel brands tailored to the Chinese leisure market (combining Thomas Cook’s global brand heritage and experience in concept hotel brand development with Fosun’s local in-depth market knowledge, operational resources and real estate development skills);
the utilisation of Thomas Cook’s extensive destination management organisation to service in-bound travel to Europe and Russia from China; and
the development of tour operator activities in China to organise international travel for Chinese holidaymakers under the Thomas Cook brand name.
China is the world’s largest outbound market with a total expenditure of US$129bn in 2013. In the first three quarters of 2014, total outbound expenditure grew by 17%1. The total number of trips abroad from China was estimated to be 107m in 2014, representing year-on-year growth of 20%2.
Investment of Fosun in Thomas Cook’s share capital
Fosun has agreed to invest £91.8m for the issue of 73,135,777 new Thomas Cook ordinary shares, representing 5% of the Company’s existing issued ordinary share capital, at a price of 125.59p per share, being the 30 day volume weighted average price as at 5th March. The new ordinary shares will rank equally with existing ordinary shares in Thomas Cook in respect of voting rights and dividend and distribution rights. Fosun intends to purchase, over time, further Thomas Cook shares on the open market with a view to increasing its shareholding in Thomas Cook up to approximately 10% of the enlarged issued ordinary share capital of Thomas Cook, which it intends to hold for the long term.
The proceeds from the cash placing will be used to support Thomas Cook’s profitable growth strategy and will further improve its financial position.
Fosun’s acquisition of shares in Thomas Cook has been made through its subsidiary Fidelidade- Companhia de Seguros, S.A., the largest insurance company in Portugal.
Application will be made today for admission of the new ordinary shares to the Official List and to trading on the London Stock Exchange. It is expected that admission will become effective on 11 March 2015 and that dealings in the new ordinary shares will commence at that time.
Under the Company’s Articles of Association, the Company may limit the level of non-EEA ownership in it in order to protect Thomas Cook’s operating rights and status as an EEA airline. This level (the “Permitted Maximum”) is currently 40%. In light of today’s announcement, the Board have determined to increase the Permitted Maximum to 45% to ensure that the current flexibility available to the Company’s shareholders is maintained and the Permitted Maximum is not exceeded.
Credit Suisse acted as financial advisor to Thomas Cook in relation to this transaction.