CLAUDIUS FRANCE - PUBLIC OFFER FOR THE SHARES AND THE REDEEMABLE WARRANTS OF CEGID GROUP
(Thomson Reuters ONE) -
PRESS RELEASE
Claudius France
Registered office: 33, rue de Naples, 75008 Paris
821 096 039 RCS Paris
PUBLIC OFFER FOR THE SHARES AND THE REDEEMABLE WARRANTS OF CEGID GROUP
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, Claudius France 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 in Section 1.1.2 of
the Information Memorandum (term defined below)
* taking into account the 1.25 euros per share dividend paid on May 13, 2016.
This press release was prepared and issued by Claudius France, a société par
actions simplifée organized under the laws of France, having its registered
office at 33, rue de Naples, 75008 Paris, France, registered with the Paris
Register of Commerce and Companies under number 821 096 039 ("Claudius France")
in accordance with the terms of articles 231-27 2° and 231-28 of the Autorité
des marchés financiers (the "AMF") General Regulation.
IMPORTANT NOTICE
In accordance with article L. 433-4 III of the French Monetary and Financial
Code and in accordance with articles 237-14 et seq. of the General Regulation
(Règlement Général) of the Autorité des marchés financiers, in the event that,
upon closing of the Offer, the number of securities not tendered into the Offer
by minority shareholders represents not more than 5% of the share capital or
voting rights of Cegid Group, Claudius France will request the implementation of
a mandatory squeeze-out (retrait obligatoire) procedure, and as a result, Cegid
Group shares and redeemable warrants would be delisted from Euronext Paris. The
price to be paid by Claudius France for each share and each redeemable warrant
shall then be increased by 1.25 euros which shall be paid in accordance with the
terms and conditions described in Section 2.1 of the Information Memorandum
(term defined below).
Paris, France, July 29, 2016 - Pursuant to article L. 612-8 of the French
Monetary and Financial Code and article 231-23 of the AMF General Regulation,
Claudius France announces that it has obtained the AMF visa on the public offer
pursuant to which Claudius France irrevocably undertakes to acquire (i) all of
the Cegid Group shares 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 1 and 2 issued by Cegid Group and 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 (the "Offer").
The information memorandum (the "Information Memorandum") issued by Claudius
France has obtained the AMF visa n°16-346 on July 26, 2016, pursuant to a
clearance decision rendered by the AMF on the same day.
The Offer will be open for a period of 30 trading days. Prior to the opening of
the Offer, the AMF will publish an opening and timetable notice for the Offer.
Holders of shares and/or redeemable warrants of Cegid Group willing to tender
their shares to the Offer must deliver a transfer order in relation to their
shares and/or their warrants to their financial intermediary no later than the
last day on which the Offer is open and in a timely manner so that their order
can be executed. Shareholders and warrant holders are encouraged to check with
their respective financial intermediaries regarding the latest date they can
submit their transfer order.
In accordance with articles 231-27 and 231-28 of the AMF General Regulation, the
"Other Information" document relating, in particular, to the legal, financial
and accounting characteristics of Claudius France (the "Other Information
Document") has been filed with the AMF and has been made available to the public
today.
The Information Memorandum as cleared by the AMF and the Other Information
Document are available on the websites of Cegid Group (www.cegid.com) and the
AMF (www.amf-france.org) and may be obtained free of charge at the offices of
Natixis, 47, quai d'Austerlitz, 75013 Paris, France.
Any additional information regarding the Offer may be obtained from Georgeson,
acting as information agent for the Offeror, by calling the following toll-free
number:
00 800 6540 6540
Contacts :
Brunswick - Benoit Grange
Tel : + 33 1 53 96 83 83
Email : bgrange(at)brunswickgroup.com
Havas Worldwide Paris - Charles Fleming
Tel : +33 1 58 47 94 40
Email : charles.fleming(at)havasww.com
Access to the Information Memorandum and to every document relating to the Offer
might be subject to legal restrictions in certain jurisdictions. Failure to
comply with legal restrictions may constitute a violation of applicable laws and
regulations regarding stock markets in certain jurisdictions. Claudius France
declines all responsibility in case of violation by any person of applicable
regulations.
Shareholders and other investors are recommended to inspect the documents
relating to the Offer before taking any decision relating to the Offer.
This announcement is not an offer to purchase or a solicitation of an offer to
sell any securities. The Offer will be made only pursuant to the offer
documentation which will contain the full terms and conditions of the Offer. Any
decision in respect of the Offer should be made only on the basis of the
information contained in such offer documentation. The Offer relates to the
shares of a French company and is subject to French procedural and disclosure
requirements that are different from those of other jurisdictions, including the
United States. In addition, Claudius France, its direct or indirect shareholders
and their respective affiliates may purchase or arrange to purchase shares of
Cegid Group otherwise than pursuant to the Offer, such as in open market or
privately negotiated purchases.
Claudius - Offeror's press release - Other Info:
http://hugin.info/172238/R/2031892/756242.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire 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: Silver Lake Technology Management, LLC via GlobeNewswire
[HUG#2031892]
Unternehmensinformation / Kurzprofil:
Datum: 29.07.2016 - 11:37 Uhr
Sprache: Deutsch
News-ID 486273
Anzahl Zeichen: 8031
contact information:
Town:
Menlo Park, CA
Kategorie:
Business News
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