Update on the Progress of the Simplified Tender Offer Initiated by Etna French Bidco for the Shares of Exclusive Networks
27 Februar 2025 - 8:00AM
Business Wire
Regulatory News:
Following the acquisitions made on the market in the context of
the simplified tender offer initiated by Etna French Bidco for the
shares of Exclusive Networks (Paris:EXN) (the “Offer”) and
the completion of the contribution in kind by certain managers and
employees of Exclusive Networks of 283,463 Exclusive Networks
shares to Etna UK Midco Limited1, Etna French Bidco holds, as of 25
February 2025, 82.11% of the share capital and voting rights of
Exclusive Networks 2 3 4.
In addition, Bpifrance Investissement has declared that is has
tendered to the Offer (via LAC I SLP) all of its Exclusive Networks
shares5 representing 8.66% of the share capital and voting rights
of Exclusive Networks2.
Taking this tender into account, at the end of the settlement
and delivery operations, Etna French Bidco should hold at least
90.77% of the share capital and voting rights of Exclusive
Networks2. Therefore, Etna French Bidco will be in a position to
request the implementation of a squeeze-out.
In accordance with the Offer timetable published by the Autorité
des marchés financiers (the “AMF”), the Offer will remain
open until and including 28 February 20256 and, being a simplified
tender offer, will not be subject to reopening.
Disclaimer
This press release was prepared for informational purposes only.
It is not an offer to the public and it is not intended to be
disseminated in the jurisdictions in which the planned Offer is not
authorized. The distribution of this press release, the Offer and
its acceptance may be subject to specific regulations or
restrictions in certain countries. The Offer is not made for
persons to whom such restrictions apply, neither directly nor
indirectly, and may not be accepted in any way from a country where
the Offer would be subject to such restrictions. Consequently,
persons in possession of this press release shall inquire about
potential applicable local restrictions and comply with them. Etna
French Bidco disclaims all liability in the event of any breach of
the applicable legal restrictions by any person.
Information and documents relating to the Offer are available as
follows:
- The offer document prepared by Etna French Bidco, which
received visa no. 25-024 dated 11 February 2025 from the AMF, and
other information relating to, inter alia, the legal, financial and
accounting characteristics of Etna French Bidco can be consulted on
the AMF’s website (www.amf-france.org) and Exclusive Networks’
website (www.exclusive-networks.com).
- The response document prepared by Exclusive Networks , which
received visa no. 25-025 dated 11 February 2025 from the AMF, and
other information relating to, inter alia, the legal, financial and
accounting characteristics of Exclusive Networks can be consulted
on the AMF’s website (www.amf-france.org) and Exclusive Networks’
website (www.exclusive-networks.com).
_________________ 1 Etna UK Midco Limited is a UK company
holding indirectly 100% of the share capital and voting rights of
Etna French Bidco. The 283,463 shares contributed in kind to Etna
UK Midco were then subject of successive contributions in kind
until they were fully contributed to Etna French Bidco 2 Based on a
share capital of Exclusive Networks composed as at the date hereof
of a total number of 91,670,286 shares representing the same number
of theoretical voting rights. 3 Including 67,258 Exclusive Networks
shares assimilated to shares held by Etna French Bidco in
accordance with Article L. 233-9 I,4° of the French Commercial Code
as a result of the signature of purchase and sale undertakings
under liquidity contracts entered into on 21 February 2025. 4 It is
specified that Exclusive Networks holds 1,013,232 treasury shares.
5 Cf. Declaration of purchases and sales during a public offer no.
225C0362 of 21 February 2025. 6 See AMF notice no. 225C0295 on 12
February 2025.
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version on businesswire.com: https://www.businesswire.com/news/home/20250226904754/en/
Teneo ExclusiveNetworks@teneo.com
UK Haya Herbert-Burns / Rob Yates +44 (0)7342 031051 / +44
(0)7715 375443
France Philippe Maze-Sencier / Alexandre Dechaux +33 6 12 32 32
41 / +33 6 17 96 61 41
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