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Statement regarding the filing of a draft information memorandum relating to the public purchase offer for the shares and the redeemable warrants of Cegid Group filed by Claudius France
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STATEMENT REGARDING THE FILING OF A DRAFT INFORMATION MEMORANDUM RELATING TO THE PUBLIC PURCHASE OFFER
(OFFRE PUBLIQUE D'ACHAT)
for the shares and the redeemable warrants of
Cegid Group
filed by Claudius France
presented by
Natixis
Price of the Offer*: 61.00 euros per Cegid Group share (ex-dividend)
44.25 euros per Cegid Group redeemable warrant
If, following the Offer, the minority shareholders do not hold more than 5% of the share capital or voting rights of Cegid Group, the Offeror will request the implementation of a squeeze-out in accordance with article 237-14 of the AMF's General Regulation and the price paid shall be increased by 1.25 euros to 62.25 per share or 45.50 per redeemable warrant as described below
Duration of the Offer: 30 trading days
* taking into account the 1.25 euros per share dividend paid on May 13, 2016.
This statement has been established by Claudius France SAS and released pursuant to the terms of article 231-16 of the AMF General Regulations (l'« AMF »).
The draft mandatory tender offer, the draft information memorandum and the draft response memorandum are subject to review by the AMF.
Lesen Sie auch
Copies of the draft information memorandum are available on the websites of the AMF (www.amf-france.org) and the Company (www.cegid.com) and may be obtained free of charge upon request to:
|
Natixis 47, quai d'Austerlitz 75013 Paris France |
I. PRESENTATION OF THE OFFER
Pursuant to Title III of Book II and, more specifically, 232-1 et seq. and articles 234-2 of the AMF's General Regulation, Claudius France, a société par actions simplifiée organized under the laws of France, having its registered office at 33, rue de Naples, 75008, Paris, registered with the Paris Register of Commerce and Companies (RCS Paris) under number 821 096 039 (the "Offeror") which is indirectly wholly-owned by Claudius Luxco S.à. r.l., a limited liability company organized under the laws of Luxembourg, having its registered office at 61 rue de Rollingergrund, L-2440 Luxembourg, registered with the Luxembourg Register of Commerce and Companies (RCS Luxembourg) ("Luxco"), has irrevocably committed to all the shareholders and holders of redeemable warrants of Cegid Group, a limited liability company (société anonyme) organized under the laws of France, having its registered office at 52 Quai Paul Sédallian, 69009 Lyon registered with the Lyon Register of Commerce and Companies (RCS Lyon) under number 327 888 111 (the "Company"), whose shares are traded on Euronext Paris (ISIN FR0000124703 - ticker symbol CGD) to acquire, all of their Cegid Group shares at the price of 61.00 euros per share (ex dividend) and all of their redeemable warrants traded on Euronext Paris (under the respective ISIN numbers FR0010928093 and FR0010928119) at a price of 44.25 euros per redeemable warrant, with both shares and redeemable warrants to be paid exclusively in cash, on the conditions described in section 1.1.2 of the draft information memorandum (the "Offer").
The Offeror is irrevocably undertaking to acquire (i) all the shares of the Company that are not already (directly or indirectly) held by the Offeror, alone or in concert, representing, to the knowledge of the Offeror, a maximum of 5,654,839 shares as at July 11, 2016 (excluding treasury shares but including the 29,498 shares underlying the redeemable warrants in the case all redeemable warrant holders decide to convert their redeemable warrants into shares), at a price of 61.00 euros per share (ex-dividend, following payment of 1.25 euros dividend per share on May 13, 2016) and (ii) all the redeemable warrants issued by the Company, representing to the knowledge of the Offeror, a maximum of 29,498 redeemable warrants, at a price of 44.25 euros per redeemable warrant, with both shares and redeemable warrants to be paid exclusively in cash.
If, following the Offer (including, as the case may be, the Reopened Offer, as defined in section 2.6 of the draft information memorandum), the minority shareholders do not hold more than 5% of the share capital or voting rights of the Company, the Offeror will request the implementation of a squeeze-out in accordance with article 237-14 of the AMF's General Regulation and the price to be paid by the Offeror for each share and each redeemable warrant tendered into the Offer shall be increased by 1.25 euros, thus resulting in a price per share being equal, in total, to 62.25 euros and a price per redeemable warrant being equal, in total, to 45.50 euros. Such increased price will be paid to all holders of shares and redeemable warrants who have tendered to the Offer their shares and/or redeemable warrants.
The Offer shall be open for a period of 30 trading days.
The Offer is a mandatory tender offer filed in accordance with article 234-2 of the AMF's General Regulations, that follows the acquisition by Claudius Finance S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg, having its registered office at 61 rue de Rollingergrund, L-2440 Luxembourg, registered with the Luxembourg Register of Commerce and Companies (RCS Luxembourg) under number B 205038 ("Claudius Finance"), the sole shareholder of the Offeror (in place of which the Offeror has been substituted for the purpose of filing the present Offer), on July 8, 2016, by way of off-market block trades of (i) 766,037 shares held by Groupama, (ii) 1,716,494 shares held by Groupama Gan Vie and (iii) 987,625 shares held by ICMI, i.e. a total of 3,470,156 shares (the "Block Acquisition"), representing in the aggregate approximately 37.6% of the share capital of the Company.
The Offer targets all the shares and redeemable warrants issued by the Company not directly or indirectly held by the Offeror or its affiliates as of the date hereof (except treasury shares other than those underlying the redeemable warrants).
The Offer will be implemented according to the normal procedure in accordance with the provisions of articles 232-1 et seq. of the AMF's General Regulation.
The Offer is subject to an Acceptance Threshold pursuant to article 231-9 I of the AMF's General Regulation (see below).
II. RATIONALE OF THE OFFER
Background for the transaction
On April 18, 2016, Claudius Finance entered into a share purchase agreement (as amended, the "Share Purchase Agreement" or the "SPA") with Groupama SA, Groupama Gan Vie and ICMI, the holding company of Mr. Jean-Michel Aulas, chairman of the Company's board of directors (the "Sellers"). Pursuant to the SPA in relation to the Block Acquisition, Claudius Finance agreed to acquire from the Sellers 3,470,156 shares of the Company at a price of 62.25 euros per share (dividend attached), which equates to 61.00 euros per share ex-dividend (paid on 13th May 2016)[1].
On April 18, 2016:
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Eximium undertook towards Claudius Finance to tender all the 465,640 shares of the Company it holds to the Offer;
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Mr Patrick Bertrand undertook towards Claudius Finance to tender all the 78,263 shares of the Company he holds to the Offer.
On April 20, 2016:
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CMJ Holdings undertook towards Claudius Finance to tender all the 18,000 shares of the Company it holds to the Offer;
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Borelly Busines Inc undertook towards Claudius Finance to tender all the 78,912 shares of the Company it holds to the Offer.
On April 25, 2016, IBIM2 Limited undertook towards Claudius Finance to tender all the 75,304 shares of the Company it holds to the Offer.
On May 9, 2016, the shareholders' meeting of the Company approved a dividend of 1.25 euros per share which was paid on May 13, 2016.
The Company initiated the employee information and consultation process with the Company works council immediately following the announcement of the signing of the Share Purchase Agreement. On June 10, 2016, the Company works council rendered its opinion of the contemplated Offer, acknowledging inter alia, that the Company's works council intends to continue its trusted relationship and high-level dialogue with the new shareholders.
The European Commission and the Federal Antimonopoly Service of the Russian Federation, two competition authorities whose approvals were required in relation to the Block Transaction and the Offer, have granted their clearances respectively on June 30, 2016 and on June 21, 2016.
On July 7, 2016, the Board of Directors of the Company, in view of the opinion of the Company's works council, the fairness opinion of the independent expert confirming that the price offered by the Offeror is fair to the shareholders and holders of redeemable warrants, including in the context of a squeeze-out, considered that the Offer is in the best interests of the Company, its shareholders, holders of redeemable warrants and its employees, and recommended shareholders and holders of the redeemable warrants of the Company tender their shares and/or redeemable warrants to the Offer.
The Board of Directors decided that the Company will not tender its treasury shares into the Offer, in order to allow the exercise of the outstanding redeemable warrants which will not be tendered into the Offer.
On July 8, 2016, Claudius Finance and the Sellers agreed that all conditions pertaining to governmental and antitrust approvals were satisfied and that therefore, all conditions precedent under the Share Purchase Agreement were satisfied.
The settlement-delivery of the Block Acquisition governed by the Share Purchase Agreement was completed off-market on July 8, 2016, at a price equal to 61.00 euros per share (ex-dividend). As a result of the Block Acquisition, Claudius Finance became the owner of 3,470,156 shares of the Company, representing c. 37.6% of the share capital of the Company.
Rationale for the Block Acquisition and the subsequent Offer
The Company is a leading French enterprise management software and cloud services provider, offering a suite of on-premise and Software-as-a-Service ("SaaS") solutions to more than 135,000 customers sites and 430,000 users in France and globally. Having successfully started the transition to providing SaaS, the Company's goal is to accelerate this transition towards SaaS.
The Company also has the opportunity to diversify what is today mostly a domestic business by accelerating its international expansion, leveraging in particular its retail vertical and its recently acquired Technomedia talent management offering.
Offeror's intentions for the next twelve months
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Continuity of Company's activities - Industrial organisation
In collaboration with Jean-Michel Aulas (Co-Founder and Chairman of the Company's Board of Directors), the Company's management and employees, the Offeror is committed to supporting the Company in its efforts to accelerate strategy implementation over the coming years, including by increasing its investments, in order to strengthen its position over the long term.
As the Offeror's strategy relies on the continuation and development of the Company's current activities, the completion of the Offer should not particularly affect the Company's plans regarding the industrial organisation of the Company and its natural evolution.
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Intentions regarding employment and management
The Offeror has had access only to limited information regarding the Company's employees. As a result, the Offeror cannot determine the scope of any employment actions that may be taken after completion of the Offer with any specificity at this stage. Nonetheless, the Offeror believes that a key element of the success of the Company is preserving and developing the talent and intellectual capital of the Company's employees. The Offeror will aim, to the extent possible, to retain key employees in order to pursue the successful strategy of the Company. Specifically, Mr. Patrick Bertrand is due to remain CEO of the Company for a term of up to two years as from April 18, 2016 (which may be renewed, as the case may be, upon mutual agreement).
The Offeror does not intend to change the headquarters and decision-making centre of the Company being located in Lyon.
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Composition of the Board of the Directors of the Company
Concomitantly with the completion of the Block Acquisition and in accordance with the Share Purchase Agreement, Mr. Philippe Delerive, Mr. Francis Thomine and Mrs. Marie Lemarié resigned from their duties as Directors of the Company on July 8, 2016. Such resignations occurred after the Board of Directors of the Company recommended the Offer as mentioned above.
The Board of Directors, at the meeting held on July 8, 2016, co-opted three new Directors (Christian Lucas, Shahriar Tadjbakhsh and Simon Patterson) and appointed Behdad Alizadeh as observer of the Board of Directors of the Company, all of whom where designated by Claudius Finance in accordance with the SPA. The three Board members designated by Claudius Finance were also appointed as members of the Strategic Committee and Audit Committee.
It is intended that Mr. Jean-Michel Aulas will remain member and Chairman of the Board of Directors of the Company for a term of up to two years as from April 18, 2016 (which may be renewed, as the case may be, upon mutual agreement).
In the event that the Offer is successful, it is intended that the Board of Directors of the Company be comprised of (i) a majority in number of Directors nominated for appointment by the SL Investors, (ii) at least two directors nominated for appointment by AltaOne SCA, (iii) a number of executive directors deemed appropriate and (iv) a number of independent directors (if any) deemed appropriate, depending on the percentage of ownership held by the Offeror and Claudius Finance together.
It is also intended to form a Nomination and Remuneration Committee composed of directors appointed by Claudius Finance that will be responsible for, among other things, recommending appropriate
candidates to nominate for appointment to the Company's board of directors and making recommendations on remuneration policy.
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Synergies and economic gains
The Offeror expects the transaction to be a standalone investment and accordingly does not expect to realize any synergies.
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Mandatory squeeze-out and removal from listing
According to articles 237-14 to 237-19 of the AMF's General Regulation, the Offeror will request to the AMF within 3 months following closing of the Offer the implementation of a mandatory squeeze-out process through the transfer of the Company shares and redeemable warrants that it does not own, alone or in concert, and that have not been presented to the Offer (provided that they do not represent more than 5% of the capital or the voting rights of the Company) at the price of 62.25 euros per share (ex-dividend) and 45.50 euros per redeemable warrant.
The Offeror also reserves the right, in the event that it (alone or in concert) comes to hold, directly or indirectly, at least 95% of the voting rights of the Company and where a mandatory squeeze-out was not implemented under the conditions referred to above, to file with the AMF a public buy-out offer followed by a mandatory squeeze-out of the shares and redeemable warrants not directly or indirectly held by it (alone or in concert) under the conditions of articles 236-1 et seq. and 237-14 et seq. of the AMF's General Regulation.
In the last case, the mandatory squeeze-out shall be subject to the AMF's clearance in light notably of the evaluation report to be provided by the Offeror and of the report of an independent expert to be appointed in accordance with the provisions of article 261-1 II of the AMF's General Regulation.
In the event where the Offeror would not be able to implement a squeeze-out following the Offer, the Offeror reserves the right to request the delisting of the Company shares from Euronext Paris in accordance with Euronext market regulations and subject to Euronext's approval.
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Dividend distribution policy
No decision has been made with regards to the future distribution policy of the Company. However, the Offeror reserves the right to modify the Company's distribution policy in the future, and therefore there can be no assurance that any dividends will be paid. Any future distribution policy will be approved by the Board of Directors of the Company and will be implemented in accordance with the applicable law and the Company's articles of association.
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Interest of the Offer for the Offeror, the Company and their shareholders
Silver Lake and AltaOne note that Cegid Group has a long track record as an enterprise software provider, but is in the process of a business transition and is also looking to diversify what is today mostly a domestic business. Consequently, the Company is at a critical juncture, where Silver Lake and AltaOne believe it will need to accelerate investments to maintain and enhance its position. Silver Lake and AltaOne are interested in investing in the foundations of the business for the long term.
The Offeror proposes to the shareholders of the Company who tender their shares to the Offer immediate liquidity of all of their shareholding at the same price as that offered to the Sellers in the SPA, i.e. 62.25 euros (dividend attached) which equates to 61.00 euros per share (ex-dividend, following payment of 1.25 euros dividend per share on May 13, 2016). In addition, if following the Offer, the minority shareholders do not hold more than 5% of the share capital or voting rights, the Offeror will request the implementation of a squeeze-out in accordance with article 237-14 of the AMF's General Regulation and the price paid shall be increased by 1.25 euros to 62.25 per share or 45.50 per redeemable warrant.
The dividend attached offer price of 62.25 euros announced on April 18, 2016 represents a 40% premium over the volume-weighted average share price during the 12 months ended April 15, 2016 (the last trading day prior to announcement of the Offer) and a 106% premium over the share price as of January 2, 2015.
The dividend attached increased offer price of 63.50 euros announced on April 18, 2016, in the event that the Offeror implements a squeeze-out as described in section 1.1.2 of the draft information memorandum, represents a 43% premium over the volume-weighted average share price during the 12 months ended April 15, 2016 (the last trading day prior to announcement of the Offer) and a 110% premium over the share price as of January 2, 2015.
The assessment of the price offered to the shareholders of the Company is further described at section 3 of the draft information memorandum.
Agreements entered into by the Offeror with certain shareholders of the Company or that may have a significant impact on the Offer
Subject to the provisions of the SPA in respect of the Block Acquisition and the various agreements described in section 1.4 of the draft information memorandum, the Offeror is not aware of any other agreement and is not a party to any other agreement in connection with the Offer or that potentially could have a significant impact on the assessment of the Offer or its outcome.
III. TERMS AND CONDITIONS FOR THE OFFER
Pursuant to article 231-13 of the AMF's General Regulation, a draft information memorandum has been filed with the AMF on July 11, 2016 by Natixis acting on behalf of the Offeror as presenting bank. The AMF will publish a filing notice in relation to the Offer on its website (www.amf-france.org).
Pursuant to the provisions of article 231-6 of the AMF's General Regulation, and subject to the terms and conditions of the Offer described in the draft information memorandum, the Offeror, irrevocably undertakes to acquire from the shareholders of the Company, during a 30 trading days period (i) all the shares of the Company that are tendered to the Offer, at the price of 61.00 euros per share (ex-dividend, following payment of 1.25 euros dividend per share on May 13, 2016) and (ii) all the redeemable warrants of the Company that are tendered to the Offer, at a price of 44.25 euros per redeemable warrant.
If, immediately following the Offer, and the minority shareholders do not hold more than 5% of the share capital or voting rights, the Offer will request the implementation of a squeeze-out in accordance with article 237-14 of the AMF's General Regulation, and the price to be paid by the Offeror in consideration for the shares tendered to the Offer shall be equal to 62.25 euros per share, ex-dividend (and to 45.50 euros per redeemable warrant).
If the Offeror implements a squeeze-out, the extra 1.25 euros per share, which will be due by the Offeror to (i) the shareholders or warrant holders who have tendered their shares or their redeemable warrants to the Offer and to (ii) the shareholders or redeemable warrant holders who have transferred their shares or their redeemable warrants to the Offeror as a result of such squeeze-out, will be paid on the day of implementation of the squeeze-out.
The Offeror will inform the shareholders who have tendered their shares or redeemable warrants to the Offer and the shareholders who have transferred their shares or redeemable warrants to the Offeror as a result of the squeeze-out of the payment date of the extra 1.25 euros and, to that effect, will publish a financial notice (the "Financial Notice") within two (2) trading days following the release by the AMF of the notice confirming the implementation of the squeeze-out, in accordance with article 237-14 of the AMF's General Regulation.
Euronext will act as centralizing agent for the payment of the extra 1.25 euros in the event the Offeror, immediately following the Offer, implements a squeeze-out in accordance with article 237-14 of the AMF's General Regulation, and will, as the case may be, proceed with the payment of the extra 1.25 euros on behalf of the Offeror as described below.
Euronext will grant to the financial intermediaries, on behalf of their clients having tendered their shares to the Offer, simultaneously with the payment for the securities tendered into the Offer, a right to receive the extra 1.25 euros (the "Right to the Additional Price"), it being specified that each share or warrant tendered to the Offer will receive one Right to the Additional Price. These Rights to the Additional Price will be admitted to the operations on Euroclear France and will neither be transferrable nor admitted to trading.
In the event that the Offeror implements a squeeze-out in accordance with article 237-14 of the AMF's General Regulation, then Euronext will pay the extra 1.25 euros to the holders of Rights to the Additional Price on the day of implementation of the squeeze-out. If pursuant to the Offer, the conditions for the squeeze-out in accordance with article 237-14 of the AMF's General Regulation are not met, the Right to the Additional Price will lapse automatically.
Within the two (2) trading days following the release of the Financial Notice, Euronext will inform financial intermediaries through a circular memorandum of the payment of the extra 1.25 euros as well as of the payment process of this additional price.
Natixis, acting as presenting bank, guarantees the content and irrevocable nature of the commitments made by the Offeror in the Offer, in accordance with the provisions of article 231-13 of the AMF's General Regulation.
The Offeror reserves the right to acquire shares of the Company on the market during the Offer period (including the Reopened Offer), within the limits of article 231-38 of the AMF's General Regulation.
Number of securities that may be contributed to the Offer
The Offer covers all of the shares and securities giving access to the share capital and voting rights of the Company, namely :
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all of the 9,233,057 ordinary shares issued as of the filing of the Offer, in exchange for the consideration of 61.00 euros per share (ex-dividend, following payment of 1.25 euros dividend per share on May 13, 2016), excluding the 3,470,156 shares acquired pursuant to the Block Acquisition and excluding 137,560 treasury shares (that the Board of Directors of the Company has decided not to tender to the Offer). In case some or all redeemable warrants holders decide to convert all their redeemable warrants into shares, the number of shares targeted by the Offer would increase by up to 29,498, and
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all the 29,498 outstanding redeemable warrants (bons d'acquisitions d'actions remboursables) in exchange for the consideration of 44.25 euros per redeemable warrant.
Therefore, the Offer covers a total maximum of 5,654,839 shares of the Company (in case all redeemable warrant holders decide to convert their redeemable warrants into shares) and a maximum of 29,498 outstanding redeemable warrants (in case no redeemable warrants are converted).
It is specified that as of December 31, 2015, the total number of performance shares is 86,698 and that those performance shares are subject to a holding period until July 25, 2016. As a consequence, and taking into account the fact that the opening date of the Offer will take place after the end of this holding period, the performance shares may therefore be tendered to the Offer.
In addition, the abovementioned prices shall be increased by 1.25 euros per share or per redeemable warrant in case the Offeror implements a squeeze-out following completion of the Offer in accordance with article 237-14 of the AMF's General Regulation to be paid to each shareholder or holder of redeemable warrants having tendered their shares and/or redeemable warrants to the Offer.
With the exception of the shares and redeemable warrants referred to above, to the best of the Offeror's knowledge, the Company has not issued any equity security or any other financial instrument providing a right, either immediately or in the future, to the share capital or voting rights of the Company.
Condition of the Offer - Acceptance Threshold
In accordance with article 231-9 of the AMF's General Regulation, the Offer is subject to the condition that the shares of the Company held by the Offeror, alone or in concert, represent at least 50% of the share capital or voting rights of the Company on the Offer closing date (the "Acceptance Threshold").
Considering the shares already acquired under the Block Acquisition together with the undertakings to tender to the Offer described in Section 1.4.1 of the draft information memorandum, the Offeror would need an additional c. 4.7%/3.2% (excluding/including treasury shares) of the share capital of the Company to be tendered to the Offer to meet the Acceptance Threshold, provided that such undertakings to tender to the Offer do not become void in the event where a competing offer is filed.
The Offeror and the shareholders of the Company will not know whether the Acceptance Threshold has been reached until the preliminary results of the Offer are published, which will occur after the initial Offer closes.
If the Acceptance Threshold is not achieved, the Offer will not go forward, and the shares and the redeemable warrants tendered for the Offer will be returned to their owners, in principle within two trading days of notice following publication of the failure of the Offer, without any interest or compensation of any kind being due to the shareholders and holders of redeemable warrants.
In such case, in accordance with article L. 433-1-2 II of the French Monetary and Financial Code, Claudius Finance would be deprived, at any general meeting of the shareholders until the date Claudius Finance owns the number of shares corresponding to the Acceptance Threshold, from voting shares in excess of 30% of the share capital or the voting rights.
Indicative timetable of the Offer
| July 11, 2016 | Filing of the contemplated Offer with the AMF |
| July 11, 2016 | Filing by the Company of the draft information memorandum in response |
| July 26, 2016 | Clearance decision (Déclaration de conformité) |
| August 1, 2016 | Opening of the Offer |
| September 9, 2016 | Closing of the Offer |
| September 22, 2016 | Publication of notice announcing the final results of the initial Offer |
| September 23, 2016 | Re-opening of the Offer (in the event the Offer is successful) |
| September 28, 2016 | Settlement and delivery of the initial Offer |
| October 6, 2016 | Closing of the Reopened Offer |
| October 19, 2016 | Publication of notice announcing the final results of the Reopened Offer |
| October 25, 2016 | Settlement and delivery of the Reopened Offer |
| From November 2, 2016 | Date of implementation of a mandatory squeeze-out (if requirements are met) |
IV. Offer's costs and financing conditions
Expenses incurred by the Offeror in the context the Offer (including fees of external financial, legal and accounting advisers, communication and publication costs as well as costs associated with the Block Acquisition) are estimated at approximately eleven (11) million euros (excluding tax).
In the event that all of the shares (including the shares underlying the redeemable warrants of the Company) are tendered to the Offer, the total cash consideration to be paid by the Offeror (excluding fees and related expenses) to the shareholders (including holders of redeemable warrants who are assumed to have converted to shares) that would have tendered their shares and/or redeemable warrants to the Offer would be approximately 352 million euros.
The amounts to be paid and related expenses that are expected to be borne by the Offeror in connection with the consummation of the Offer will be financed through equity and debt financing that has been committed.
V. Restrictions concerning the Offer abroad
Overseas Shareholders
The Offer has not been subject to any registration or approval outside of France and no action will be taken to register or approve it abroad. This draft information memorandum and the Offeror's other documents do not constitute an offer to sell or purchase transferable securities or a solicitation of such an offer in any country in which an offer or solicitation is illegal or to any person to whom such an offer or solicitation could not be duly made. Holders of the shares of the Company outside of France may not participate in the Offer unless the law and regulation to which they are subject permits them to do so without any further formality to be undertaken nor disclosure to be made on the part of the Offeror.
Participation in the Offer and the distribution of this draft information memorandum may be subject to such restrictions applicable in accordance with laws in effect in relevant jurisdictions outside France.
The Offer is not made to persons subject to such restrictions, whether directly or indirectly, and is not subject to acceptance concerning orders from any country in which the Offer is subject to restrictions.
Accordingly, the persons in possession of this draft information memorandum are required to obtain information on any applicable local restrictions and to comply therewith. Failure to comply with these restrictions could constitute a violation of applicable securities and/or stock market laws and regulations in one of these countries.
The Offeror accepts no liability in case of infringement by any person of the local rules and restrictions that are applicable to it.
Notice to U.S. Shareholders
The Offer will be made in the U.S. pursuant to Section 14(e) and 14E under the U.S. Securities Exchange Act of 1934 (as amended), as a "Tier-I" tender offer (pursuant to Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934 (as amended)), and otherwise in accordance with the requirements of French law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to (i) the offer timetable, (ii) extensions of the Offer period and (iii) timing of payments that are different from those applicable under U.S. tender offer procedures and laws.
It may be difficult for U.S. holders of shares to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Offeror and the Company are located in countries other than the U.S., and some or all of their officers and directors may be residents of countries other than the U.S.
U.S. holders of shares in the Company may not be able to sue the Offeror, the Company or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel the Offeror, the Company or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
The receipt of cash pursuant to the Offer by a U.S. shareholder or holder of redeemable warrants may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. The tax consequences of the Offer will depend on the individual situation of each shareholder or holder of redeemable warrants. Each Company shareholder or warrant holder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, or passed any comment upon the adequacy or completeness of this draft information memorandum. Any representation to the contrary is a criminal offence in the United States. Nothing in this draft information memorandum shall be deemed an acknowledgement that any filing with the U.S. Securities and Exchange Commission is required or may ever occur in connection with the Offer.
The Offeror and its affiliates may purchase or arrange to purchase Company securities otherwise than pursuant to the Offer, such as in open market or privately negotiated purchases. To the extent that information about such purchases is required to be publicly disclosed in France in accordance with applicable regulatory requirements, such information will be available on the website of the AMF (www.amf-france.org) and this information will, as applicable, also be publicly disclosed in the United States.
VI. ASSESSMENT OF THE PRICE OF THE OFFER
Assessment of the price offered for each share
The Offer price has been assessed based on a multi-criteria analysis and represents a premium to implied prices by all methodologies, as summarized in the table below:
* Different from the figures shown in the report issued by the independent expert given a correction was made to the presenting bank valuation report after the independent expert's report was issued.
Assessment of the price offered for each redeemable warrant
There are two categories of redeemable warrants ("A" warrants and "B" warrants).
Implied price - A and B Warrants
Implied premiums - A and B Warrants
VII. AVAILABILITY OF THE DOCUMENTS RELATING TO THE OFFER
The draft information memorandum drawn up by Claudius France is available to the public free of charge at the office of Natixis located at 47, quai d'Austerlitz, 75013 Paris, as well as on the websites of the AMF (www.amf-france.org) and Cegid Group (www.cegid.com).
In accordance with article 231-28 of the AMF's General Regulation, other information concerning the Offeror (notably, legal, accounting and financial information) will be filed with the AMF and made available to the public at the latest by the day before the opening of the public offer to purchase.
A press release will be disseminated, at the latest by the day before the opening of the public offer to inform the public of the manner in which these documents will be made available.
[1] Pursuant to the Share Purchase Agreement, any dividend paid by the Company to each Seller in respect of the shares for which a record date occurs between April 18, 2016 and the completion of the Block Acquisition shall be deemed to be a reduction in the consideration for the Block Acquisition and such purchase price shall be reduced accordingly.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Silver Lake Technology Management, LLC via Globenewswire
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