Signing of the Contract Relative to the Acquisition of a Majority Stake in Amplitude Surgical by PAI Partners
Further to the press release of July 30, 2020 announcing that Apax Partners and the Management of Amplitude Surgical (ISIN: FR0012789667, Ticker: AMPLI, PEA-PME eligible) (the “Company”) had entered into exclusive negotiations with PAI Partners, the Company’s staff representative body unanimously expressed its favorable opinion on September 11, 2020 following the information-consultation process.
Apax Partners, Olivier Jallabert, the Company’s founder, Chairman and CEO, and certain other senior executives (“Management”) announce today the signing of the contract relative to the acquisition by Auroralux – a company controlled by PAI Partners – of all the shares1 they hold in the Company at a price of €2.15 per share.
Following this acquisition, Auroralux will hold a total of 25,010,557 Amplitude Surgical shares, or 52.3%2 of the share capital.
Should the planned acquisition be completed, Auroralux will file a simplified public tender offer for all outstanding shares, as well as on all free shares that would potentially be issued, at a price of €2.15 per share. Auroralux intends to implement a mandatory squeeze-out following the public offer should the Company’s minority shareholders who do not tender their shares to the offer represent less than 10% of Amplitude Surgical’s shares and voting rights.
The acquisition, which has already been approved by the Brazilian competition authority, remains subject to this decision becoming effective, to its approval by the French and Moroccan competition authorities and as well as its review by the French Ministry of the Economy and Finance in relation with foreign direct investments. The completion of the acquisition is expected to take place during the final quarter of 2020.
The public tender offer is subject to AMF approval. An independent expert is currently being appointed in order to produce a report on the financial terms of the public offer, in accordance with the provisions of article 261-1 of the AMF Rulebook (Règlement général). The Company will keep the market updated on the independent expert’s appointment process and the details of his or her mission.
Within the framework of the simplified public tender offer, the Company’s Board of Directors will have to issue a reasoned opinion on the merits and consequences of the offer for the Company, its shareholders and its employees. This reasoned opinion will be issued on the basis of the report produced by the independent expert and the opinion of the staff representative bodies and will be included in the draft offeree document (“note en réponse”) to be prepared by the Company. Daniel Caille, Independent Director, will oversee the public offer appraisal process and the procedures enabling the reasoned opinion to be issued.