FIMALAC : Simplified Tender Offer by Groupe Marc de Lacharrière on Fimalac at a price of 131 euros by share
May 15 2017 - 5:03AM
Paris, 15 May
2017 - Groupe Marc de Lacharrière ("GML"),
majority shareholder of Fimalac (the "Company") holding 93,6% of its share capital and 93,4%
of its voting rights, announces its intent to shortly file a
simplified tender offer ("Offer") targeting
the shares of Fimalac not currently held by GML at a price of 131
euros per share (excluding dividend of 2.10 euros per share) paid
fully in cash, which will be followed, if the conditions are met,
by a mandatory squeeze-out at the same price than that of the
Offer.
The timing contemplated by GML for
this Offer allows GML to give minority shareholders of Fimalac the
opportunity to exit from the share capital under good conditions,
GML having the opportunity to currently benefit from a favourable
financing window to borrow at a low interest rate before a possible
sustained increase in interest rates.
From a stock market perspective,
the Offer allows to address the lack of liquidity affecting Fimalac
shares, given lower-than-expected volumes traded on the market over
the last months. Moreover, speculative movements based on the
expectation of a delisting from Euronext Paris have led to an
unusual volatility of the Fimalac share price. The contemplated
Offer would ensure immediate liquidity to the shareholders, at a
price representing a premium over the share price.
Furthermore, certain activities of
Fimalac have faced difficult economic conditions since late 2015,
especially in tourism, leisure and entertainment. If the uncertain
economic environment and risk factors remain for these activities,
the Group's future results could be adversely affected in
thepessimistic scenarios.
With this Offer, GML offers to
Fimalac shareholders a premium of 19.1% on the last share price of
Fimalac as of 12 May 2017, the last full trading day prior to the
date of announcement of the Offer, and premiums of 20.2% and 40.5%
on the average share prices weighted by the volumes over
respectively a three month-period and a two year-period prior to
that date.
GML intends to implement a
mandatory squeeze-out and delist the Company from Euronext Paris
upon completion of the Offer in the event that the minority
shareholders of Fimalac hold no more than 5% of the Company's share
capital or voting rights at the closing of the Offer. In such case,
shares not currently held by GML would be transferred to GML, in
exchange for a compensation of 131 euros per share equal to
the Offer price.
Fimalac's board of directors
positively welcomes this draft Offer and appoints the firm
Associés en Finance as independent expert in
order to provide an opinion regarding the fairness of the Offer and
its financial terms. Fimalac's board of directors will issue its
reasoned opinion on the Offer in light of the expert's work.
Next steps
GML intends to file its draft
Offer with the French stock market regulator (Autorité des marchés financiers, "AMF") by early June 2017 at the latest, with the aim of
implementing a mandatory squeeze-out procedure before the end of
July 2017, if the conditions are met.
The indicative timetable of the
Offer, which will be set by the AMF, will be published later, upon
the filling of the draft information note.
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This press
release is for information purposes only and does not constitute in
itself an offer to purchase or the solicitation of an offer to sell
any securities of Fimalac or an offer to sell in any countries,
including France. It is not for distribution in any country other
than France, except where such distribution is permitted by
applicable laws and regulations.
In accordance
with French law, the Offer documents, which will include a
description of the terms and conditions of the Offer, will be
submitted to the "Autorité des marchés financiers" (AMF) in the
coming days. Before any shares may be tendered to the Offer, it
must be declared by the AMF as compliant with France's securities
law.
The distribution,
publication or dissemination of this press release, the Offer and
its acceptance may be subject to specific regulations or
restrictions in certain countries. The Offer is not made to persons
subject to such restrictions, either directly or indirectly, and
may not be accepted in any way from a country where the Offer would
be subject to such restrictions. Consequently, persons in
possession of this press release shall inquire about potential
applicable local restrictions and comply with them. Fimalac and GML
disclaim all liability in the event of any breach of the applicable
legal restrictions by any person.
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OPAS0517EN
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The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: FIMALAC via Globenewswire