Legrand and Cogelec announced the signing of an agreement on the acquisition by Legrand of Cogelec, a company listed on Euronext Growth in Paris and specializing in access control in buildings, with revenue of €74 million in 2024.
More specifically, Legrand France, a subsidiary of Legrand, on the one hand, and the managers of the Cogelec group and Raise Investissement, shareholders of Cogelec Développement, on the other hand, have signed a put option agreement, in favor of the latter, along with an exclusivity in favor of Legrand France, to acquire all of the shares of Cogelec Développement, which indirectly holds 5,347,065 Cogelec shares, representing a total of 60.09% of the share capital and 78.39% of the voting rights of Cogelec, based on a price of €29 per Cogelec share (ex-dividend 20241). The contemplated transaction values Cogelec at approximately €254 million on a fully diluted basis (excluding treasury shares). The final agreement relating to the acquisition of the controlling interest can only be executed once the information and consultation process with Cogelec’s work council bodies has been completed. The acquisition of the controlling stake will be subject to customary conditions precedent, provided that the only regulatory condition will be obtaining approval from the French competition authority.
If the acquisition is completed, Legrand would launch a mandatory simplified tender offer to acquire the remaining shares of Cogelec at a price of 29 euros per Cogelec share (ex-dividend 2024). In the event that the thresholds allowing it are crossed at the end of the tender offer, Legrand would request the implementation of a squeeze-out procedure under the applicable legal and regulatory conditions in order to acquire the Cogelec shares not acquired under the tender offer.
The Board of Directors of Cogelec, consulted in connection with the negotiations conducted with the acquirer regarding the proposed acquisition of the controlling stake, welcomed this transaction, without prejudice to the reasoned opinion to be issued by the Board of Directors of Cogelec on the tender offer after delivery of the report of the independent expert in charge of assessing the fairness of the tender offer and the possible subsequent squeeze-out. To this end, the Board of Directors of Cogelec formed an ad hoc committee composed of three directors (Dominique Druon, Brigitte Geny, and Roger Leclerc), with Dominique Druon and Brigitte Geny being independent board members.
The acquisition of the majority stake and the filing of the tender offer with the Autorité des Marchés Financiers (AMF) are expected to take place during the last quarter of 2025. At the request of Cogelec, trading in Cogelec shares was suspended July 9 and will resume on July 10, 2025, at the opening of the market.
Roger Leclerc, Chairman of Cogelec Développement and Chief Executive Officer of Cogelec, commented: “Our affiliation with the Legrand Group is the peak of an exceptional 25-year journey that has made Cogelec a unique company in its field. This transaction marks a new strategic milestone in our development, strengthening our innovation capacity and our influence. Integration into the Legrand Group opens up solid growth prospects, driven by the complementary nature of our expertise and the structural strength of the group.”
Benoît Coquart, Legrand’s Chief Executive Officer, commented: “We are very pleased to announce this acquisition of a French gem in access control, which perfectly complements Legrand and strengthens the group’s position in digital lifestyles solutions. This project brings to six the number of transactions announced since the beginning of the year, representing total acquired revenue of more than €190 million on an annualized basis, and is fully in line with our strategic roadmap for 2030.”