Proposed Tender Offer From SoftBank Group to Acquire Balyo’s Shares

Regulatory News:

BALYO (“Balyo” or the “Company”) (Paris:BALYO) and a wholly owned subsidiary of SoftBank Group Corp. (together with its affiliates, “SoftBank”), entered into an agreement (“Tender Offer Agreement”) which sets out the terms and conditions of the proposed acquisition of Balyo’s shares by SoftBank, by means of an all-cash public tender offer at €0.85 per share¹ ("Offer").

• A friendly Offer at a price of €0.85 per share, representing a premium of approximately 54.3% over the 30-day volume-weighted average stock market price.
• Balyo’s Board of Directors welcomes the offer in principle.
• Tender Offer Agreement containing the key terms of the Offer was entered into between Balyo and SoftBank.

A strategic investment

Through its portfolio of automated robotic forklift technologies, Balyo is complementary to SoftBank’s existing investments in the Transportation and Logistics industries. This acquisition will also provide access to SoftBank’s global network of 470+ technology-led companies with scope to develop new commercial relationships for mutual benefit. Balyo’s Board of Directors believe that through this partnership, the Company will benefit substantially from SoftBank’s technological and commercial expertise while also securing the necessary financial resources to reach its full potential.

The price of the Offer represents a premium of approximately:

– 57.4% compared to the last closing price before the announcement of the Offer (as at 12 June 2023);
– 54.3% compared to the weighted average price of the last 30 trading days before the announcement of the Offer; and
– 48.0% compared to the weighted average price of the last 60 trading days before the announcement of the Offer.

1. Offer supported in principle by Balyo’s Board of Directors pending the opinion of the CSE and the conclusions of the independent expert

Balyo’s Board of Directors welcomes and supports the Offer in principle, pending the opinion of Balyo’s Social and Economic Committee (CSE) and the report of Eight Advisory, who was appointed by the Board of Directors on 13 June 2023 as an independent expert tasked with issuing an opinion on the financial terms of the Offer, pursuant to the provisions of Articles 261-1, I, 2°, 4° and 5° and 261-1, II of the AMF General Regulation. Balyo will launch shortly an information-consultation procedure with its CSE. Balyo’s Board of Directors has also set up an ad hoc committee comprised of three members, a majority of which are independent directors. In accordance with applicable regulations, this ad hoc committee will be responsible for: