Proposed Tender Offer From SoftBank Group to Acquire Balyo’s Shares - Seite 2

- Supervising the work of the independent expert, and
- issuing recommendations to the Board of Directors on the proposed Offer.

2. Undertakings to tender

Concurrently with the signing of the Tender Offer Agreement, certain shareholders of Balyo, including notably Bpifrance Investissement, SSUG, Financière Arbevel, Linde Material Handling, Hyster-Yale, Invus Public Equities, L.P. and Thomas Duval as well as certain employees and legal representatives of Balyo, undertook to tender their shares into the Offer.

In accordance with applicable securities laws, such undertakings to tender remain revocable in the event of a superior offer.

Pursuant to the undertakings to tender, SoftBank entered into agreements over circa 41.08% of the outstanding share capital of the Company.

3. Main terms and timetable envisaged for the Offer

It is contemplated that the Offer documents will be filed with the AMF after the issuance by Balyo’s Board of Directors of its reasoned opinion on the Offer, and in parallel with the filing to obtain foreign investment control clearance in France. The opening of the Offer will be subject to the AMF’s and such French foreign investment control clearances.

It is planned that the Offer documents will be filed with the AMF during the third quarter of 2023 and that the Offer will be completed in the last quarter of 2023. In addition to the mandatory expiry threshold provided for in Article 231-9, I, 1° of the AMF General Regulation, the Offer will be subject to a minimum acceptance threshold pursuant to Article 231-9, II of the AMF General Regulation, allowing SoftBank to withdraw the Offer if it does not obtain at least 66.67% of the capital and voting rights in Balyo.

If the regulatory conditions are met upon completion of the Offer, SoftBank intends to implement a mandatory squeeze-out on the remaining outstanding shares of Balyo (on the same financial terms as those of the Offer) and a delisting of the Company.

4. Main terms of the contemplated transaction

The Company’s Board of Directors approved the Tender Offer Agreement governing the respective commitments of the Company and SoftBank in connection with this transaction and authorized its signature by the Company. The main terms of the Tender Offer Agreement are as follows:

- The terms of the proposed Offer;
- A commitment to cooperate in good faith towards the filing and completion of the Offer and not solicit, initiate or encourage an offer from any person other than SoftBank relating to the sale or issue of the Company’s securities, provided that the members of the Company's Board of Directors will not be prevented from fulfilling their fiduciary obligations to the Company and its shareholders in the event of a competing offer;