Pitch Best Small Cap 2019: Blokker Holding – current CEO Michiel Witteveen

De genomineerde deals maken dit jaar kans op de M&A Award voor Best Small Cap Deal 2019. Deze pitch is ingezonden door Quirijn Biesheuvel van Biesheuvel Jansen

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Date deal closed
24 april 2019

Published value

Michiel Witteveen,retail entrepreneur and current CEO of Blokker Holding B.V.

Blokker Holding B.V.


Involved firms and advisors sell side
Biesheuvel Jansen: Quirijn Biesheuvel, Wouter Brugma

Involved firms and advisors target
NautaDutilh N.V.;Lieke van der Velden & Willianne van Zandwijk (both Corporate M&A)

Involved firms and advisors buy side
The ultimate shareholder of Blokker Holding B.V. was assisted by De Brauw Blackstone Westbroek: Bernard Roelvink, Paula Ravensbergen, Roel de Jong.

Brief description deal / Deal outline
The shareholder of Blokker Holding B.V. agreed with Michiel Witteveen, retail entrepreneur and current CEO of Blokker Holding B.V., on a management buy-out of Blokker Holding B.V., including the retail formulas Blokker and Big Bazar. The management buy-out is the outcome of a sales process in which new owners were sought that were willing to contribute to the future of the Blokker and Big Bazar retail chains and all of their employees. The deal concerns a total of 474 own stores and 77 franchise stores in the Netherlands, and 139 stores in Belgium and Luxembourg.

Deal rationale
Blokker, an icon in the retail business, was founded by the Blokker-family over a century ago. The family also owned discounter Big Bazar and franchise organisation Marskramer. Due to losses suffered by the retail chains and the lack of successors within the family to take over the businesses, the Blokker-family has been looking for a new owner for the retail chains. Although there were other interested parties, it was ultimately decided by the Blokker family to sell Blokker Holding, including Blokker, Big Bazar and Marskramer, to Witteveen. The rationale for this being that the family found Witteveen to be best equipped to secure the Blokker group’s future and the interests of the stakeholders involved, including the employees, which was of the utmost importance to the Blokker-family given that in particular Blokker is part of their legacy. Important factors in the decision were that Witteveen, as the CEO of the Blokker group, already knew the group well and developed and supported the group’s strategy.

What is the impact of this deal for the company?
Its future has been secured for the medium term. It now needs to meet its business plan and realise its turn around.

What is the impact of this deal for the direct stakeholders?
The deal is a positive outcome for the direct stakeholders of the company,in particular, the employees. Blokker and Big Bazar had not been doing very well and this management buy-out gives new hope of effectuating the turn around that was so much desired by the Blokker family and all of Blokker and Big Bazar's stakeholders.

What is the impact of this deal on the society?
This deal is a landmark. Blokker, an icon in the Dutch retail business owned by the Blokker-family for over a century, was suffering losses during the last financial years, after which it was decided by the family-shareholders to seek a new owner to effectuate the turnaround they so desired. To assist such new owner in this respect, the Blokker group was offered for no consideration, and the new owner would furthermore receive a 'dowry', in the form of a substantial additional payment, to get through the first period after the transfer of ownership. The matter was often covered in popular media.

Why does this deal deserve a nomination?
This deal is innovative, because of the additional payment given by the seller to the new owner and the structure through which this dowry has been implemented. The main purpose of the selling shareholders was to look after the continuation of the Blokker group and its stakeholders (rather than primarily pursuing value maximization). For this purpose, a substantial additional payment was made available to the purchaser to fund the business plan and to get through the first years after the transfer of ownership. To ensure that this payment is indeed used for the right ends by the new owner, the additional payment was ring fenced: the amount will be made available in tranches during a predefined period, and will only become available at specific moments under certain conditions that were agreed upon between parties. This additional payment and the payment mechanics really were pivotal items in the negotiations between seller and the new owner, and ultimately resulted in a unique transaction structure.

*Note from the editors
The editors of the M&A Community have done extensive research on the dealvalue of this deal. The editorial department has drawn the conclsusion that the buyer paid between 5 and 50 million euros and therefor this deal is a Small Cap Deal. The editorial department is aware of the 'bruidsschat' that has been provided by the Blokker family. In consultation with the Panel of Judges this deal has been nominated for Best Small Cap Deal. 

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