Regulatory News:
ESI Group (Paris:ESI):
AMOUNT OF
INDEMNIFICATION:
155 euros per ESI Group share
AMF
This press release (the “Press
Release”) has been prepared and distributed by Keysight
Technologies Netherlands B.V. in accordance with Article 237-3 of
the of the General Regulation of the Autorité des marchés
financiers (“AMF”) and Article 9 of AMF Instruction no.
2006-07.
Target company: ESI Group, a public limited company with
a board of directors with a share capital of EUR 18,505,779 divided
into 6,168,593 ordinary shares of EUR 3 of nominal value each as of
December 31, 2023, fully paid up, with registered office at 3 bis
rue Saarinen, Immeuble Le Seville, 94528 Rungis Cedex, France, and
registered with the Trade and Companies Register under number 381
080 225 R.C.S. Créteil (“ESI Group” or the “Company”
and with its subsidiaries, the “Group”), and whose shares
are admitted to trading on compartment B of Euronext Paris
(“Euronext”) under ISIN code FR0004110310 (ticker symbol:
ESI) (the “Shares”).
Offeror: Keysight Technologies Netherlands B.V., a
private limited liability company (besloten vennootschap) organized
under the laws of the Netherlands with a share capital of EUR
87,638,788, with registered office at 288 Hullenbergweg, 1101 BV
Amsterdam, the Netherlands, registered under number 58724265 (the
“Offeror”).
The Offeror is an indirect subsidiary of Keysight Technologies,
Inc., a joint stock company organized under the laws of Delaware
(USA), with a nominal issued share capital of USD 2,000,000 on
October 31, 2022, having its registered office at 1400
Fountaingrove Parkway, Santa Rosa, CA 95403 (USA), registered under
number 5433360 ("Keysight Technologies, Inc."), whose shares
are admitted to trading on the New York Stock Exchange (NYSE).
Terms of the squeeze-out: Following the tender offer on
the Shares initiated by the Offeror (the “Offer”), the
Offeror holds 5,707,855 Shares representing 5,707,855 theoretical
voting rights, i.e. 92.53% of the share capital and 90.86% of the
theoretical voting rights of the Company1.
Taking into account the assimilated shares, within the meaning
of Articles L. 233-9 I, 4°2 and L. 233-9 I, 2°3 of the French
Commercial Code, the Offeror holds (effective holding and by
assimilation) 6,055,000 Shares representing 6,055,000 theoretical
voting rights, i.e. 98.16% of the share capital and 96.38% of the
theoretical voting rights of the Company4.
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.
In accordance with the provisions of article 237-4 of the AMF
General Regulation, the Offeror has undertaken to pay the total
amount of the compensation, net of all costs, into a blocked
account opened for this purpose with the Crédit Industriel et
Commercial (“CIC”), appointed as the centralizing agent for
the compensation transactions, which will carry out the
compensation on behalf of the Offeror on the account of
shareholders whose bank details are known.
Unallocated funds corresponding to the compensation of
securities whose rightful claimants remain unknown will be held by
CIC for ten (10) years from the date of implementation of the
squeeze-out and transferred to the Caisse des Dépôts et
Consignations at the end of this period. These funds will be
available to heirs subject to the thirty-year statute of
limitations in favor of the French State.
Availability of documents relating to the Offer: The
Offer document approved by the AMF on November 28, 2023 under
number 23-492, as well as the document containing information on
the Offeror’s legal, financial and accounting characteristics, are
available on the ESI Group website
(https://investors.esi-group.com) and AMF website
(www.amf-france.org), and may be obtained free of charge from:
J.P. Morgan SE 14 Place
Vendôme 75001 Paris France
BNP Paribas 16 Boulevard
des Italiens 75009 Paris France
The response document (note en réponse) relating to the Offer
prepared by ESI Group and approved by the AMF on November 28, 2023
under number 23-493, as well as the document containing other
information relating to the legal, financial and accounting
characteristics of ESI Group are available on the ESI Group website
(https://investors.esi-group.com) and the AMF website
(www.amf-france.org) and may be obtained free of charge from:
ESI Group SA 3 bis, rue Saarinen 94528
Rungis
IMPORTANT DISCLAIMER
This Press Release has been prepared for
information purposes only. It does not constitute an offer to
purchase or a solicitation to sell shares in any country, including
France. The dissemination, publication or distribution of this
press release, the Offer and its acceptance may be subject to
specific regulations or restrictions in certain countries. The
Offer will not be directed to persons subject to such restrictions,
either directly or indirectly, and may be accepted from any country
where the Offer would be subject to such restrictions. This press
release is not intended to be published and disseminated in such
countries. Accordingly, persons in possession of this press release
are required to inform themselves about and to comply with any
local restrictions that may apply.
The Offeror and the Company disclaim any
liability for any breach of these restrictions by any person.
_____________________________________ 1 On the basis of a total
of 6,168,593 Shares on December 31, 2023, representing 6,282,186
theoretical voting rights following the loss of double voting
rights, as the case may be, attached to ESI Group shares tendered
in the Offer, within the meaning of Article 223-11 of the AMF
General Regulation. 2 Pursuant to the liquidity agreements entered
into in the context of the Offer relating to 83,934 Free Shares,
15,676 Free Shares subject to a holding period at the date of
implementation of the squeeze-out will be assimilated to Shares
held by the Offeror and 68,258 Free Shares still subject to a
vesting period at the date of implementation of the squeeze-out
will not be assimilated to Shares held by the Offeror. 3
Corresponding to the 331,469 treasury Shares held by the Company. 4
On the basis of a total of 6,168,593 Shares on December 31, 2023,
representing 6,282,186 theoretical voting rights following the loss
of double voting rights, as the case may be, attached to ESI Group
shares tendered in the Offer, within the meaning of Article 223-11
of the AMF General Regulation. 5 On the basis of a total of
6,168,593 Shares on December 31, 2023, representing 6.282.186
theoretical voting rights following the loss of double voting
rights, as the case may be, attached to ESI Group shares tendered
in the Offer, within the meaning of Article 223-11 of the AMF
General Regulation. 6 As of the date of implementation of the
squeeze-out, ESI Group will no longer be bound by the periodic
information obligation applicable to issuers on Euronext Paris, and
consequently will not release externally its revenue and annual
financial results for the year 2023. 7 On the basis of a total of
6,168,593 Shares on December 31, 2023, representing 6,282,186
theoretical voting rights following the loss of double voting
rights, as the case may be, attached to ESI Group shares tendered
in the Offer, within the meaning of Article 223-11 of the AMF
General Regulation.
THIS DOCUMENT IS AN UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION
OF THE FRENCH-LANGUAGE PRESS RELEASE WHICH WAS PUBLISHED BY
KEYSIGHT ON 16 JANUARY 2024.
IN THE EVENT OF ANY DIFFERENCES BETWEEN THIS UNOFFICIAL
ENGLISH-LANGUAGE PRESS RELEASE AND THE OFFICIAL FRENCH-LANGUAGE
PRESS RELEASE, THE OFFICIAL FRENCH-LANGUAGE PRESS RELEASE SHALL
PREVAIL.
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