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, July 29, 2016 (GLOBE NEWSWIRE) -- 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@brunswickgroup.com
Havas Worldwide Paris - Charles Fleming Tel : +33 1 58 47 94 40 Email : charles.fleming@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
HUG#2031892
