- The public tender offer (the "Offer") filed by SVF II
STRATEGIC INVESTMENTS AIV LLC for the securities of Balyo (the
“Company”) has been cleared by the AMF
- The Offer price is EUR 0.85 per Balyo ordinary share,
EUR 0.01 per Balyo preferred share and EUR 0.07 per Balyo
warrant
- The Offer will be open from 21 September 2023 (inclusive) to
25 October 2023 (inclusive)
- On 4 August 2023, Balyo’s Board of Directors issued a
reasoned opinion in favour of the Offer, having taken note of the
work and recommendation of the ad hoc committee set up by the Board
of Directors and of the conclusions of EightAdvisory, appointed as
independent expert
- On 18 September 2023, Balyo’s Board of Directors noted that
the new elements that had arisen since 4 August 2023, and in
particular the addendum dated 12 September 2023 to the Eight
Advisory report drawn up on 4 August 2023, did not affect its
reasoned opinion
- SVF II STRATEGIC INVESTMENTS AIV LLC intends to implement a
squeeze-out procedure for the securities of Balyo if the conditions
are met at the end of the Offer
Regulatory News:
Balyo (Paris:BALYO):
On 19 October 2023, the French Financial Markets Authority, the
Autorité des Marchés Financiers (the "AMF") declared the
Offer initiated by SVF II STRATEGIC INVESTMENTS AIV LLC for the
securities of the Company at a price of EUR 0.85 per Balyo ordinary
share, EUR 0.01 per Balyo preferred share and EUR 0.07 per Balyo
warrant, to be compliant, and on the same day granted its visa in
respect of SVF II STRATEGIC INVESTMENTS AIV LLC’s offer document
and Balyo's response document under nos. 23-402 and 23-403
respectively.
The price of EUR 0.85 per Balyo ordinary share represents a
premium of:
- 57.4% compared to the last closing price
before the announcement of the Offer (as at 12 June 2023),
- 54.3% compared to the weighted average
price of the last 30 trading days before this date,
- 48.0% compared to the weighted average
price of the last 60 trading days before this date.
The documents setting out information relating, in particular,
to the legal, financial and accounting characteristics of SVF II
STRATEGIC INVESTMENTS AIV LLC and Balyo were filed with the AMF on
19 September 2023 and published on 20 September 2023 in accordance
with Article 231-28 of the AMF General Regulation.
On 20 September 2023, the AMF published a notice announcing the
opening of the Offer. The Offer will be open from 21 September 2023
(inclusive) to 25 October 2023 (inclusive). In compliance with
applicable regulation, the Offer, if successful, will be reopened
following its closing, during the week of 30 October 2023.
On 4 August 2023, having reviewed in particular the work council
favourable opinion and recommendation of the ad hoc committee set
up by the Company’s Board of Directors, the conclusions of Eight
Advisory, appointed as independent expert on 13 June 2023, whose
report concludes that the terms of the Offer are fair for the
securityholders, and in consideration of its overall review and of
the analyses it supervised, Balyo’s Board of Directors issued,
unanimously, a positive reasoned opinion on the Offer, considering
that the Offer is in the interests of the Company, its
securityholders and its employees, and recommend that the Company's
securityholders tender their securities to the Offer.
On 4 August 2023, Eight Advisory issued a report concluding that
the financial terms of the Offer were fair. The addendum to this
report dated 12 September 2023 does not call into question the
fairness of the financial terms of the Offer. This addendum was
submitted to Balyo's Board of Directors and ad hoc committee on 18
September 2023, who reaffirmed their support for the Offer and its
interest for the Company, its employees and its securityholders,
particularly in the context of the Company's deteriorating cash
position as detailed in the press release of the Company dated 18
September 2023.
If the required conditions are met, the Offeror indicated its
intention to implement a squeeze-out procedure pursuant to Articles
L. 433-4, II of the French Monetary and Financial Code and 237-1
and seq. of the AMF’s General Regulation.
Information and the documents relating to the Offer are
available on the website of Balyo (www.balyo.com) and the AMF
(www.amf-france.org).
For further information, a toll-free number has been made
available to individual Balyo shareholders in order to respond to
any questions regarding the Offer during the opening period: 08 05
38 57 78.
Next BALYO financial release: 2023 third quarter sales,
on 18 October 2023.
About BALYO
Humans around the World deserve enriching and creative jobs. At
BALYO, we believe that pallet movements in DC and manufacturing
sites should be left to fully autonomous robots. To execute this
ambition, BALYO transforms standard forklifts into intelligent
robots thanks to its breakthrough Driven by Balyo™ technology. Our
leading geo guidance navigation system enables robots to locate
their position and navigate autonomously inside buildings - without
the need for any additional infrastructure. To accelerate the
material handling market conversion to autonomy, BALYO has entered
into two global partnerships with KION (Fenwick-Linde's parent
company) and Hyster-Yale Group. A full range of globally available
robots has been developed for virtually all traditional warehousing
applications; Tractor, Pallet, Stackers, Reach and VNA-robots.
BALYO and its subsidiaries in Boston and Singapore serve clients in
the Americas, Europe and Asia-Pacific. The company has been listed
on EURONEXT since 2017 and its sales revenue reached €24.1 million
in 2022. For more information, visit www.balyo.com.
About SoftBank Group
The SoftBank Group invests in breakthrough technology to improve
the quality of life for people around the world. The SoftBank Group
is comprised of SoftBank Group Corp. (TOKYO: 9984), an investment
holding company that includes stakes in AI, smart robotics, IoT,
telecommunications, internet services, and clean energy technology
providers; the SoftBank Vision Funds and SoftBank Latin America
Funds, which are investing more than US$160 billion to help
extraordinary entrepreneurs transform industries and shape new
ones. To learn more, please visit https://group.softbank/en.
Important Information
This press release has been prepared for information purposes
only.
It does not constitute an offer to purchase or a solicitation to
sell Balyo securities in any country, including France. It is not
intended for distribution in any country other than France, except
where such distribution is permitted by applicable laws and
regulations.
The dissemination, publication or distribution of this press
release, as well as 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 not be accepted from any
country where the Offer would be subject to such restrictions.
Accordingly, persons in possession of this press release are
required to inform themselves about and to observe any local
restrictions that may apply.
Balyo and SoftBank do not accept any liability for any breach of
these restrictions by any person.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230920323619/en/
BALYO Frank Chuffart investors@balyo.com
NewCap Financial Communication and Investor Relations Thomas
Grojean / Aurélie Manavarere Phone: +33 1 44 71 94 94
balyo@newcap.eu
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