ESI Group

Implementation of the Squeeze-Out of ESI Group Following the Tender Offer Initiated by Keysight Technologies Netherlands B.V. - Seite 2

Hence, the conditions laid down in Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. of the AMF General Regulation for the implementation of the squeeze-out procedure concerning the Shares are satisfied considering that:

• the 113,593 Shares not tendered to the Offer by minority shareholders represented on the closing of the Offer 1.84% of the Company’s share capital and 3.62% of its theoretical voting rights⁵;
• when examining the compliance of the proposed Offer, the AMF was provided with the valuation report of the presenting financial institutions and the report of the independent expert, which concluded that the price offered was fair with a view to a squeeze-out (see D&I 223C1942 of November 29, 2023); and
• the squeeze-out includes the cash payment proposed in the Offer, i.e. 155 euros per Share, net of all costs.

By letter dated January 12, 2024, J.P. Morgan SE et BNP Paribas, acting on behalf of the Offeror, informed the AMF of the Offeror’s decision to implement the squeeze-out procedure in respect of the Shares not tendered to the Offer by minority shareholders (with the exception, in particular, of shares held in treasury by the Company), on the basis of articles L. 433-4 II of the French Monetary and Financial Code and 237-3 I, 2° of the AMF General Regulation, subject to the exclusions set out below, as indicated by the Offeror in the Offer document (note d’information) relating to the Offer, which received AMF visa no. 23-492 dated November 28, 2023.

In accordance with AMF D&I notice no. 224C0084 of January 16, 2024, the squeeze-out will be implemented on January 26, 2024⁶ and will apply to all the Shares held by minority shareholders, excluding:

• Shares held directly by the Offeror, i.e. 5,707,855 Shares;
• Shares assimilated, within the meaning of Article L. 233-9 I, 4° of the French Commercial Code, to Shares held by the Offeror, i.e. 15,676 Shares;
• treasury Shares held by the Company, i.e. 331,469 Shares.

The squeeze-out will therefore cover a maximum of 113,593 Shares representing no more than 1.84% of the Company’s share capital and 3.62% of its theoretical voting rights.⁷

The trading of the Shares will remain suspended until the implementation of the squeeze-out.

Euronext has published the timetable for the squeeze-out and the date on which the Shares will be delisted from the Euronext Paris regulated market, i.e. January 26, 2024.

In accordance with the provisions of article 237-5 of the AMF General Regulation, the Offeror will publish a notice informing the public of the squeeze-out in a legal gazette (journal d’annonces légales) in the place where the Company has its registered office.