BNP

"It takes all the diplomacy of the great banker, and the magic of the served Lafite Rothschild castle, to forget the stock market battle taking place between the bosses of BNP, Paribas, and Société Générale, all around the table."

"It is better to deal with God than with his saints. The Moët-Hennessy clan reacts like Chevalier: since Racamier opened the door to Arnault, they might as well deal directly with him! A royal path thus opens up before the boss of Financière Agache. Especially since David Dautresme recovers 12% of the capital of LVMH, just by making a few phone calls. These securities are, in fact, in the hands of the six investors to whom the OBSA issued by Moët-Hennessy in 1987 had been placed. Since then, these securities have discreetly remained parked in these six parking lots: UAP, Caisse des dépôts, Crédit agricole, Worms Bank, BNP and... Lazard, lead manager of the operation. Dautresme is thus negotiating with these establishments the conditions for the sale of these OBSA to Bernard Arnault. But the sellers must not appear, as it was stipulated that these securities had to be placed in the general public. Also, once the terms of the transaction are agreed upon, they will be invited to go through a discreet Belgian-Luxembourg intermediary, Belmavobel International Securities."

"At the top of the network, Bernard Arnault places Arnault & Associés, the parent company of the whole (formerly Boussac, now Financière Agache et Férinel). The cornerstone of Bernard Arnault's financial construction, this company is the one that will benefit most from the restructuring carried out within the group. It not only receives dividends from the various subsidiaries of the group, but it is also the main owner of this heterogeneous structure which counts no less than ten companies, most of which are profitable. Arnault & Associés is controlled 60% by the Arnault family, the rest being held by a group of investors (Crédit Lyonnais, Duménil-Leblé, BNP, GAN, Finial...) (see table 1)."

"The threat of a raid is becoming increasingly clear. Alain Chevalier and Jean-Louis Masurel call on Bruno Roger for help. Together, they reflect on different means of deterrence and decide on an issuance of bonds with subscription warrants for shares (OBSA) on the eurofranc market. Shareholders waive their preferential subscription rights in favor of potential foreign investors whose names they don't even seek to know. The issuance is launched in mid-March 1987 under the direction of David Dautresme, managing partner of Lazard. The bank on Boulevard Haussmann takes the lead of the banking pool which includes Crédit Lyonnais, BNP, and Crédit Suisse-First Boston. Each bond, worth 10,000 francs, is accompanied by 18 warrants allowing subscription to Moët-Hennessy shares at 2,720 francs until April 1990. The bonds and warrants are listed separately. In total, the operation ultimately yields nearly 4 billion francs and potentially represents 18% of the group's capital."

"Mrs. Piniot recalls that Moët's management had committed to placing the warrants with foreign investors. However, she notes that more than two-thirds of the issued warrants were placed with French institutional investors who agreed to hold them for a certain period of time. These included the Caisse des dépôts et consignations, the Caisse nationale du Crédit Agricole, Crédit Lyonnais, BNP, and UAP. A memorandum of understanding was even considered to formalize this commitment. It was only signed by UAP. Therefore, Mrs. Piniot concludes that there was a "misuse of procedure harmful to minority shareholders." Even more serious, she emphasizes that Bernard Arnault was perfectly aware of this irregularity when he entered the capital of LVMH. When the head of Dior abandoned his takeover bid and opted for a less aggressive solution, Lazard bank assigned one of its partners, David Dautresme, to recover the maximum number of warrants and "negotiate the conditions of their transfer." The operations were carried out through a Luxembourg intermediary, Belmavobel International Securities. Thanks to these negotiations, Arnault obtained nearly 94% of the issued warrants, which ensured him nearly 12% of LVMH's capital."