LeGuide.com Group :PRESS RELEASE RELATING TO THE FILING OF DRAFT DOCUMENTPRESENTED BY LEGUIDE.COM IN RESPONSE TO THE TENDER OFFER MADE BY LAGARDÈRE ACTIVE
(Thomson Reuters ONE) -
press release relating to the filing of draft document
presented by LeGuide.com
in response to the tender offer made by Lagardère Active
IMPORTANT NOTICE
A draft response document was established and filed with the Autorité des
marchés financiers (the "AMF") on 23 August 2012, in accordance with the
provisions of article 231-19 of the AMF regulation.
This press release has been prepared by LeGuide.com and is issued pursuant to
the provisions of article 231-26 of the AMF regulation.
The tender offer project, the draft offer document of Lagardère Active and the
draft response document of LeGuide.com remain subject to the AMF review.
1. PRESENTATION OF THE OFFER
Pursuant to Title III of Book II and more specifically to articles 235-2 et seq.
of the AMF regulation, Lagardère Active, a société par actions simplifiée, with
a share capital of 1,360,000,000 Euros, having its registered office at
149-151, rue Anatole France - 92300 Levallois Perret registered with the
Companies Registry of Nanterre under number 433 443 124 ("Lagardère Active" or
the "Offeror"), is offering to the shareholders of LeGuide.com, a société
anonyme with a share capital of 1,769,016[1] Euros, divided into 3,538,032
shares of 0.50 Euro of nominal value each, having its registered office at 4,
rue d'Enghien - 75010 Paris registered with the Companies Registry of Paris
under number 425 085 875 ("LeGuide.com" or the "Company"), to purchase, under
the conditions set out below (the "Offer"), at a price per share of 28 Euros,
all of the shares of the Company not held by the Offeror that are listed on the
organized multilateral trading facility NYSE Alternext market of NYSE Euronext
("NYSE Alternext") under ISIN code FR0010146092, trading symbol ALGUI, issued or
that may be issued and sold during the Offer period (the"Shares").
The Offer is the consequence of the acquisition of 2,115,532 shares by the
Offeror from various shareholders of LeGuide.com in connection with the
contractual voluntary purchase offer, made by Lagardère SCA, acting on behalf
and for the account of its subsidiary Lagardère Active, which was opened from 9
May to 12 June 2012 and whose settlement took place on 28 June 2012 (the
"Contractual Offer"). Taking into account the 38,828 shares of LeGuide.com
already held before the beginning of the Contractual Offer, the Offeror holds
2,154,360 shares of LeGuide.com, representing 60.89% of the share capital and
58.14% of the voting rights of LeGuide.com. The Offer is mandatory pursuant to
articles 234-2 and 235-2 of the AMF regulation.
Natixis, as sponsor bank of the Offer, filed the draft Offer and the draft Offer
document with the AMF for the account of the Offeror on 20 August 2012. In
accordance with the provisions of article 231-13 of the AMF regulation, Natixis
guarantees the content and the irrevocable nature of the commitments made by the
Offeror in connection with the Offer.
The Offer is for the purchase of all of the Shares, representing a maximum of
1,411,062 Shares, divided into 1,383,672 existing Shares and a maximum of
27,390 Shares that may be issued upon the exercise of outstanding warrants (bons
de souscription de parts de créateur d'entreprise) (the "BSPCE") and tendered
during the Offer period.
The Offer does not cover the 35,086 free shares of LeGuide.com granted on 20
April 2012 which, in accordance with their free shares plan and the decisions of
the board of directors dated 20 April 2012, are not yet issued and will be
issued after a two-year acquisition period, i.e. 19 April 2014, subject to the
satisfaction of the plan's conditions. The Offer does not target the 56,134
BSPCE which will not be exercisable before the closing of the Offer.
The Offer will be open for a period of ten (10) trading days. Prior to the
opening of the Offer, the AMF and NYSE Euronext will respectively publish a
notice of opening and a notice announcing the terms and the timetable of the
Offer.
2. REASONED OPINION OF THE BOARD OF DIRECTORS OF LEGUIDE.COM
Pursuant to article 231-19 of the AMF regulation, the board of directors of the
company met on 23 August 2012.
The extract of the minutes of this meeting on the reasoned opinion on the Offer
is as follows:
"The Board, having considered the terms of the tender offer, the reasons and
intentions of Lagardère Active and the valuation elements set out in the draft
offer document of Lagardère Active and the report of the independent appraiser,
after having deliberated, believes that the tender offer project is in the
interests of the Company, its shareholders and its employees, and decides to
approve, unanimously, the tender offer as described in the draft offer document
of Lagardère Active and recommend that shareholders wishing to receive an
immediate liquidity tender their shares in the tender offer.
The Board specifies that the tender offer is on all the shares of LeGuide.com
not held by Lagardère Active, including shares that may be subscribed for and
sold before the end of the Offer by holders of warrants (bons de souscription de
parts de créateur d'entreprise) allocated by LeGuide.com under different plans,
but excluding the 35,086 free shares allocated by LeGuide.com on 20 April 2012
that will be created at the end of a vesting period of two years, i.e. on 19
April 2014, subject to the satisfaction of the conditions of the plan thereto."
3. REPORT OF THE INDEPENDENT APPRAISER
The board of directors of the Company has appointed on 16 July 2012 cabinet
Ledouble SA as an independent appraiser on the basis of article 261-1 of the AMF
regulation. The conclusions of the independent appraiser on the Offer are as
follows:
"At the end of our valuation work in respect of LeGuide.com shares, we adopt the
following conclusion:
1. The price of the improved Offer of ?28 represented a level of premium on the
valuations in respect of the stock market comparisons and the share price before
the announcement of the Initial Offer which was incentive enough to enable the
Offeror to take control of the Target.
2. The price of this Offer at ?28 is positioned within the range of the analog
evaluation positioning the value of the LeGuide.com shares to a level comparable
to the Offer price.
3. This value is located in the crossing of an analog value and intrinsic value
(presented for cross checking purposes), which by construction integrate the
deployment of Ciao within LeGuide.com, of which we have only a vision limited to
budget data; they do however not reflect the risk posed by the omnipresence of
Google on the future of the Company.
4. The recent takeover of LeGuide.com by Lagardère Active, which comes in the
wake of the acquisition of Ciao, has not yet enabled the Offeror to finalise the
strategy of the Target.
5. We do not have information in respect of the management package of Mr Olivier
Sichel which is likely to be implemented at the end of the Offer, and therefore
we are not able to quantify its impact.
6. The simplified tender offer for which we are appointed does not cover the
delisting of the Target; it looks finally to a reopening of the improved Offer
for shareholders wishing to find a liquidity on their participation in the share
capital of LeGuide.com.
In this context, we are of the view that the proposed prices of ?28 is fair from
a financial standpoint for minority shareholders voluntarily tendering their
shares in order to benefit from the liquidity offered, in the context of an
optional offer made to the shareholders of LeGuide.com without any squeeze out."
4. ACCESS TO THE OFFER DOCUMENTATION AND INVESTORS CONTACT
The draft response document prepared by LeGuide.com is available on the websites
of the AMF (www.amf-france.org) and of LeGuide.com (www.leguide.com) and is made
available free of charge to the public at the headquarters of LeGuide.com: 4,
rue - 75010 Paris Enghien.
Pursuant to article 231-28 of the AMF regulation, information on the
characteristics, including legal, financial and accounting of LeGuide.com, will
be made available to the public no later than the day before the opening of the
Offer.
Investors Contact
LeGuide.com Actifin
Olivia Fuchs Anaïs de Scitivaux
+33 1 55 43 37 29 +33 1 56 88 11 14
finance(at)LeGuide.com adescitivaux(at)actifin.fr
[1] The amount of the share capital is taking into account the exercises until
31 July 2012 of the warrants (bons de souscription de créateur d'entreprise)
which were not already registered with the Companies Registry.
press_release_response_to_note:
http://hugin.info/151397/R/1635989/525641.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: LeGuide.com Group via Thomson Reuters ONE
[HUG#1635989]
Unternehmensinformation / Kurzprofil:
Datum: 23.08.2012 - 16:58 Uhr
Sprache: Deutsch
News-ID 177259
Anzahl Zeichen: 10211
contact information:
Town:
Paris
Kategorie:
Business News
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