€25m bid

Japan Pulp and Paper bids for Inapa France

Inapa France could be bought. Image: Google Maps
Inapa France could be bought. Image: Google Maps

The insolvency administrator for Portuguese paper distribution group Inapa IPG has presented an addendum to its previous report to confirm that Japan Pulp and Paper Co has launched a bid to buy Inapa France.

Bruno da Costa Pereira was appointed as the administrator of the Inapa IPG insolvency proceedings when it filed for insolvency this summer after its German subsidiary also filed for insolvency following a cashflow problem.

Printweek reported earlier this week that the administrator had confirmed that proposals had been received for various parts of the business but not others.

But subsequent to the report's filing, on Tuesday (24 September) Japan Pulp and Paper Co (JPP) presented a new binding proposal for the acquisition by a JPP group company of the shares held by Inapa IPG representing 100% of the share capital of French company Inapa France, and, indirectly, the acquisition of 100% of the share capital of the company JJ LOOS.

JPP – which acquired Premier Paper Group in 2019 – said that if the scope of its bid, just the French operations, is insufficient to qualify for the next stage of the potential transaction, it may consider extending its bid to include Portugal, the Shared Services Centre, and brands, subject to satisfactory due diligence.

The statement said: “The financial proposal contemplates the payment of a fixed price for the acquisition of the shareholdings in Inapa France, S.A.S. and JJ LOOS, S.A.S. for the amount of €25m [£20.8m], based on an enterprise value of €73.1m, subject to conditions for signing and completion of the transaction.”

Conditions to signing included that JPP’s proposal be selected in the asset sale process in Germany for the final phase of negotiations, and that the continued use of the IT infrastructure and services and trademarks be ensured, at the current prices, terms and level of service until the signing and after the closing of the transaction.

Also; that a confirmatory due diligence satisfactory to JPP be carried out, which, according to the proposal, should have no impact on the proposed fixed price; and that there be no material adverse effect on the performance of the business until completion.

The addendum continued: “Analysing this proposal, it results in a higher enterprise value and equity value than the other proposals received for the same assets, and this proposal does not conflict with the perimeter of the transaction proposed by Next Pack S.A.S.”

According to the administrator’s earlier report, Next Pack submitted a binding offer for the acquisition of 100% of the share capital of Inapa Packaging SAS – and its subsidiaries SEMAQ - Societé D’Emballage et de Manutention D'Aquitaine and Embaltec – for a fixed price of €20m, subject to approval or waiver of the suspensive effect by the French Competition Authority.

The administrator has now proposed 30 days be granted for exclusive negotiation with JPP, in order to establish the exact terms of the proposed transaction.

Furthermore, once the conditions of the proposal have been verified and the fixed price of €25m for the perimeter of the transaction has been ensured, “that the definitive share purchase agreement is signed, which may be subject to verification of the necessary authorisations, and that any and all acts necessary or convenient for the execution of said transaction are carried out”.

Meanwhile, EUWID Pulp and Paper has reported today (26 September) that the German subsidiary, Inapa Deutschland, is confident of a positive outcome for its future.

The publication reported the subsidiary as having said that the Portuguese and German insolvency proceedings are independent of each other and, therefore, subject to separate bidding processes.

Inapa Deutschland said the bidding process of the Portuguese parent has “no influence on the ongoing insolvency proceedings of the German subsidiaries”.

According to Inapa Deutschland’s CEO, the subsidiary’s preliminary insolvency administrator has already received “several offers from potential investors”, including a “promising, already binding offer that we are currently examining in detail”.

Inapa, which was founded in 1965, previously had a UK-based subsidiary, Tavistock Paper, but this was sold to paper merchant Gerald Judd in 2011.

The partially Portuguese state-owned company reported sales of €968.7m in 2023, down 20% year-on-year, and posted net losses of €8m, after making net profits of €17.8m in 2022.