Press Release Related to a Proposed Public Buy-Out Offer Followed
by a Squeeze-Out Concerning Tarkett’s Shares
This press release does not constitute an
offer to purchase securities. The offer described
hereafter can only be opened once it has been declared compliant by
the Financial Markets Authority.
Translation for information purposes
only – In case of discrepancy between the French and English
version, the French version shall prevail
PRESS RELEASE RELATED TO A PROPOSED
PUBLIC BUY-OUT OFFER FOLLOWED BY A SQUEEZE-OUT CONCERNING THE
COMPANY’S SHARES
TARKETT
INITIATED BY
TARKETT PARTICIPATION
PRESENTED BY
ROTHSCHILD MARTIN MAUREL
PRESENTING BANK
AND
PORTZAMPARC BNP PARIBAS GROUP - CREDIT
AGRICOLE CORPORATE & INVESTMENT BANK - SOCIETE GENERALE -
CREDIT AGRICOLE MIDCAP ADVISORS
PRESENTING AND GUARANTEEING
BANKS
OFFER PRICE
16 euros per Tarkett ordinary share
|
DURATION OF THE PUBLIC BUY-OUT OFFER
10 trading days
The timetable for the offer will be determined by the French
Financial Markets Authority (the “AMF”) in
accordance with its general regulation. |
This press release was prepared by Tarkett Participation and issued
in accordance with the provisions of Article 231-16 of the AMF’s
general regulation.
This offer and the draft offer document remain subject to
review by the AMF. |
IMPORTANT DISCLOSURE
Subject to a clearance decision from the AMF, at the end of the
public buy-out offer to which the draft offer document relates, the
squeeze-out procedure described in Article L. 433-4 II of the
French Monetary and Financial Code will be implemented. Subject to
the exceptions set out in the draft offer document, the Tarkett
shares concerned by the public buy-out offer that have not been
tendered to the offer will be transferred to Tarkett Participation
in return for compensation in cash equal to the offer price, net of
all costs.
The draft offer document should be read in conjunction with the
other documents published in relation to the draft offer. In
particular, in accordance with Article 231-28 of the AMF’s general
regulation, a description of the legal, financial and accounting
information relating to Tarkett Participation will be provided to
the public no later than the day before the public buy-out offer
opens. A press release will be published to inform the public about
how these documents may be obtained. |
The draft offer document prepared by Tarkett
Participation (the “Draft Offer Document”) is
available on the Tarkett website (www.tarkett-group.com) and the
AMF website (www.amf-france.org) and can be obtained free of charge
on request from:
Tarkett Participation
Tour Initiale - 1, Terrasse Bellini
92919 Paris La Défense Cedex
|
Rothschild & Co Martin Maurel
29 Avenue de Messine
75008 Paris |
Portzamparc BNP Paribas
1 Boulevard Haussmann
75009 Paris
Société Générale
GLBA/IBD/ECM/SEG
75886 Paris Cedex 18
|
Crédit Agricole Corporate and Investment Bank
12, place des Etats-Unis
CS 70052
92547 Montrouge Cedex
|
1. Presentation
of the Offer
1.1. Presentation
of the Offer and identity of the Offeror
In accordance with Title III of Book II, and
more specifically Articles 236-3 and 237-1 et seq. of the
AMF’s general regulation, Tarkett Participation, a société par
actions simplifiée with its registered office at Tour Initiale
- 1, Terrasse Bellini, 92919 Paris La Défense Cedex, registered
with the Nanterre Trade and Companies Register under number 898 347
877 (the “Offeror”)1 makes an
irrevocable offer to the shareholders of Tarkett, a société
anonyme with a supervisory board and management board, whose
registered office is located at Tour Initiale - 1, Terrasse
Bellini, 92919 Paris La Défense Cedex, registered with the Nanterre
Trade and Companies Register under number 352 849 327,
(“Tarkett” or the “Company”, and
together with its direct or indirect subsidiaries, the
“Group”) to buy in cash all of the Company’s
shares held by them (the “Shares”) within the
framework of a Public Buy-out Offer (the “Public Buy-out
Offer”), which will be immediately followed by a
squeeze-out (the “Squeeze-Out” and, with the
Public Buy-out Offer, the “Offer”) at a price of
€16 per share (the “Offer Price”) payable entirely
in cash, subject to the conditions described below.
The Shares are admitted for trading on
compartment B of the Euronext Paris regulated market
(“Euronext Paris”) under Code ISIN FR0004188670
(ticker: TKTT).
As of the date of the Draft Offer Document, the
Offeror holds:
- directly:
59,207,028 shares and 117,187,257 voting rights in the Company
representing 90.32% of the share capital and 94.66% of theoretical
voting rights of the Company; and
- indirectly:
- 18,559 shares
held in treasury by Tarkett;
- 4,000 Shares
held by members of the Deconinck family, acting in concert with the
Offeror; and
- 27,768 Free
Shares Under Retention (as defined in Section 2.4.1 and covered by
the Liquidity Mechanism with Mr Fabrice Barthélemy) held by Mr
Fabrice Barthélemy and 4,441 Free Shares Under Retention (as
defined in Section 2.4.1 and covered by the Liquidity Mechanism
with Mr Raphael Bauer) held by Mr Raphael Bauer.
It is specified that the Offer does not
include:
- the 18,559
shares held in treasury by Tarkett; and
- the 32,209 Free
Shares Under Retention (these Shares being legally and technically
unavailable and cannot be tendered in the Offer), (together, the
“Excluded Shares”).
In total, the Offeror directly and indirectly
holds, alone and in concert, 59,261,796 Shares representing, as of
the date of the Draft Offer Document, 90.41% of the share capital
and 94.72% of the theoretical voting rights of the
Company2.
The Public Buy-out Offer concerns all Shares not
held directly or indirectly by the Offeror that are already in
issue (except Excluded Shares) representing, to the Offeror’s
knowledge, a maximum of 6,292,485 Shares3, or 9.60% of
the share capital and 5.29% of theoretical voting rights of Tarkett
as of the date of this Draft Offer Document, calculated in
accordance with Article 233-11 of the AMF’s general regulation.
The duration of the Public Buy-out Offer will be
10 trading days, in accordance with Article 236-7 of the AMF’s
general regulation.
Subject to a clearance decision from the AMF, at
the end of the Public Buy-out Offer, the Squeeze-Out described in
Article L. 433-4, II of the French Monetary and Financial Code and
Article 237-1 et seq. of the AMF’s general regulations
will be implemented. The Shares concerned that are not tendered to
the Public Buy-out Offer will be transferred to the Offeror in
return for payment in cash equal to the Offer Price of €16 per
Share, net of all costs.
To the Offeror’s knowledge, there are no equity
securities or any financial instruments issued by the Company or
rights granted by the Company that could give access, either
immediately or in the future, to the Company’s share capital or
voting rights other than the Shares. There are no current stock
option plans or free share award plans within the Company that
could give access, either immediately or in the future, to the
Company’s share capital or voting rights.
In accordance with Article 231-13 of the AMF’s
general regulation, Rothschild & Co Martin Maurel, Portzamparc
BNP Paribas, Crédit Agricole Corporate and Investment Bank («
CACIB ») and Société Générale (the
“Presenting Banks”) filed the draft Offer and the
Draft Offer Document with the AMF on 24 February 2025 on behalf of
the Offeror.
It is specified that only Portzamparc BNP
Paribas, CACIB and Société Générale guarantee, in accordance with
Article 231-13 of the AMF’s general regulation, the content and
irrevocable nature of the undertakings made by the Offeror in
connection with the Offer.
1.2. Background
and reasons for the Offer
1.2.1. Background
of the Offer
Tarkett is a worldwide leader in innovative
flooring and sports surface solutions. With its experienced staff
and sales in more than 100 countries, the Group has gained in-depth
knowledge and an excellent understanding of customers’ cultures,
tastes and requirements, regulations and customs regarding floor
coverings in each country.
In the year ended 31 December 2024, Tarkett
generated consolidated revenue of €3,331.9 million.
The Group was formed through the 1997
combination between Société française Sommer Allibert
S.A., listed in Paris, and Tarkett AG, listed in
Frankfurt. Tarkett’s shares were admitted to trading on the Paris
stock exchange in 2013.
On 26 April 2021, the Offeror filed a draft
simplified public tender offer with the AMF for all Tarkett shares
not held by the Offeror (the “Previous
Offer”).
The Previous Offer, which was cleared by the AMF
on 8 June 2021, was opened on 10 June 2021 and closed on 9 July
2021.
After the Previous Offer, as announced in a
press release dated 15 July 2021, the Offeror directly held
56,300,463 shares, representing, as of this date, 85.89% of the
share capital and 84.98% of the voting rights of Tarkett, and in
total 56,548,018 shares representing 86.27% of the share capital
and 85.36% of the voting rights of Tarkett, including the 247,555
shares held in treasury by Tarkett and therefore indirectly held by
the Offeror.
As a result of various acquisitions on the
market and off-market following the close of the Previous Offer,
Tarkett announced in a press release dated 28 October 2021 that the
Offeror directly and indirectly held 90.41% of the Company’s share
capital and that Tarkett’s minority shareholders now held less than
10% of the share capital and voting rights.
For the purposes of simplification and
organisational efficiency, the Offeror decided to explore the
possibility of delisting Tarkett in order to allow the Company to
implement its strategy in a calmer environment.
As declared on 20 February 2025 in a joint press
release from the Company and the Offeror, the draft Offer was
welcomed by the Company’s Supervisory Board, which set up an ad hoc
committee consisting mainly of independent members, in charge of
overseeing the work done by the independent appraiser and making
recommendations to the Company’s Supervisory Board regarding the
Offer. In the context of the preparation of the draft Offer, and on
the recommendation of the ad hoc committee, the Supervisory Board
appointed Finexsi – Expert & Conseil Financier, represented by
Mr Olivier Peronnet and Mr Olivier Courau, as independent appraiser
with the task of preparing a report on the financial terms of the
Offer and the possible Squeeze-Out in accordance with Article
261-1(I)(1), (2) and (4) and Article 261-1(II) of the AMF’s general
regulation (the “Independent Appraiser”).
1.2.2. Presentation
of the Offeror
The Offeror is a simplified joint-stock
corporation incorporated under French law, created by SID on 16
April 2021 for the purposes of the Previous Offer.
As of the date of this Draft Offer Document, the
Offeror’s share capital and voting rights are held as follows:
|
Shareholder |
Number of shares |
Number of theoretical voting rights |
% of share capital |
% of voting rights |
|
SID |
381,188,474 |
381,188,474 |
72.74% |
72.74% |
|
Investor |
134,667,415 |
134,667,415 |
25.70% |
25.70% |
|
Management |
7,287,766 |
7,287,766 |
1.39% |
1.39% |
|
Treasury |
902,737 |
902,737 |
0.17% |
0.17% |
|
Total |
524,046,392 |
524,046,392 |
100% |
100% |
1.2.3. Ownership
of the Company’s share capital and voting rights
To the Offeror’s knowledge, as of the Draft
Offer Document, the Company’s share capital totals €327,751,405,
divided into 65,550,281 shares with par value of €5 each.
The table below shows, to the Offeror’s
knowledge, the ownership of Tarkett’s share capital and theoretical
voting rights as of the date of the Draft Offer Document:
|
Shareholder |
Number of shares |
Number of theoretical voting rights |
% of share capital |
% of voting rights |
|
Offeror |
59,207,028 |
117,187,257 |
90.32% |
94.66% |
|
Other shareholders |
6,324,694 |
6,593,198 |
9.65% |
5.33% |
|
Treasury |
18,559 |
18,559 |
0.03% |
0.01% |
|
Total |
65,550,281 |
123,799,014 |
100% |
100% |
1.2.4. Acquisitions
of Shares in the last 12 months
The Offeror did not acquire any shares in
Tarkett in the 12 months before the draft Offer was filed.
1.2.5. Reasons
for the Offer
As the Offeror holds more than 90% of the share
capital and voting rights of Tarkett, pursuant to Articles 236-3
and 237-1 et seq. of the AMF’s general regulation, it has filed
with the AMF the draft Public Buy-out Offer, which will be
immediately followed by a Squeeze-Out, in order to acquire all of
the shares in Tarkett with the exception of Excluded Shares not
covered by the Public Buy-out Offer and delist the Company’s
shares.
The Offer is for the purpose of simplification
and organisational efficiency. The Offeror believes that delisting
the Company’s shares will simplify its operation and remove the
regulatory and legislative constraints (including financial
communications) and the costs associated with its listing on
Euronext Paris.
Furthermore, the listing is of limited use to
the Company. Recent acquisitions have shown the Company to be
capable of financing its development without turning to the capital
markets. In addition, maintaining the listing no longer seems
justified given the Company’s current shareholding structure and
the shares’ low trading volume.
The Company’s minority shareholders, which
represent 9.65% of the Company’s share capital, will therefore
receive immediate payment in cash for all their shares, on the
basis of the Offer Price, while the shares currently have limited
liquidity.
Rothschild & Co Martin Maurel, Portzamparc
BNP Paribas, Crédit Agricole Midcap Advisors (a wholly-owned
subsidiary of CACIB) and Société Générale have performed a
valuation of Tarkett shares, a summary of which is reproduced in
Section 3 below.
Furthermore, the fairness of the financial terms
of the Offer will be the object of a fairness opinion by the
Independent Appraiser.
1.3. Intentions
of the Offeror over the next 12 months
1.3.1.
Industrial, business and financial strategy and future
activity
The Offeror, with the help of the Company’s
current management team, intends to pursue the main strategies
implemented by the Company and to continue to develop the
Company.
1.3.2.
Intentions regarding employment
The Offer forms part of a plan in which the
Company’s business activities and development are to continue. As a
result, it should not result in any particular impact on the
Company’s workforce, wage policy or human resource management
policy.
1.3.3.
Intentions of the Offeror regarding the composition of the
Company’s corporate bodies and management
After the Squeeze-Out is implemented following
the Public Buy-out Offer, it is planned that the Company will be
turned into a simplified joint-stock corporation for the purpose of
simplification.
1.3.4.
Dividend distribution policy
The Company did not pay any dividends in respect
of the financial years ended 31 December 2023, 2022 and 2021.
After the Offer, the Company’s dividend policy
and any changes to this policy will continue to be determined by
its corporate bodies in accordance with the law and the Company’s
articles of association, and on the basis of the Company’s ability
to make distributions, financial position and funding needs.
1.3.5.
Synergies
The Offeror is a holding company that was
incorporated on 16 April 2021 and its purpose is to own an equity
stake in and manage the Company. As a result, the Offeror does not
anticipate any cost or revenue synergies with the Company, other
than savings resulting from delisting the Company.
1.3.6.
Intentions regarding merging or
integration
There are no plans for the Offeror to merge with
the Company.
1.3.7.
Advantages for the Company and the
shareholders
The Offeror is offering the Company’s
shareholders who tender their Shares to the Offer the opportunity
to obtain immediate liquidity for all of their interest at an
attractive price.
The Offer Price represents a premium of 32,3%
and 37,5% to the daily volume-weighted average closing price in the
20 and 60 stock exchange trading sessions preceding the Offer
announcement respectively, and a 18,1% premium to the closing price
preceding the Offer announcement.
Information for assessing the Offer Price is
presented in Section 3 of the Draft Offer Document.
1.3.8.
Squeeze-out
As the conditions set out in Article L. 433-4 II
of the French Monetary and Financial Code and Articles
237-1 et seq. of the AMF’s general regulation have
already been met, the Public Buy-out Offer will be followed
immediately by a Squeeze-Out concerning all Shares not tendered to
the Public Buy-out Offer, in return for compensation equal to the
Offer Price of €16 per share, net of all costs.
It is specified that this procedure will result
in the delisting of Tarkett shares from compartment B of Euronext
Paris on the day the Squeeze-Out becomes effective.
1.4. Agreements
that may materially affect the assessment of the Offer or its
outcome
To the Offeror’s knowledge, no agreements that
may materially affect the assessment of the Offer or its outcome
were entered into apart from the liquidity mechanism described
in Section 1.4.1 of the Draft Offer Document (the
“Liquidity Mechanism”).
As a reminder, the following agreements entered
into within the framework of the Previous Offer remain in
force:
- the
shareholders’ agreement formed between SID and the Investor on 23
April 2021, as described in Section 1.4.2 of the Draft Offer
Document; and
- the investment
and performance share allotment plan implemented after the Previous
Offer by SID and the Investor involving the Offeror for certain
executives and senior managers of the Company, as described in
Section 1.4.2 of the Draft Offer Document (the
“Plan”).
2. Details of
the Offer
2.1. Arrangements
of the Offer
In accordance with Articles 231-13, 236-3 and
237-1 of the AMF’s general regulation, the Presenting Banks, acting
on behalf of the Offeror as presenting institutions, filed the
draft Offer with the AMF on 24 February 2025 in the form of a
Public Buy-out Offer followed by a Squeeze-Out concerning the
Shares in Tarkett not held by the Offeror, as well as the Draft
Offer Document.
Portzamparc BNP Paribas, CACIB and Société
Générale guarantee, in accordance with Article 231-13 of the AMF’s
general regulation, the content and irrevocable nature of the
undertakings made by the Offeror in connection with the Offer.
In accordance with Articles 236-1 et
seq. of the AMF’s general regulation, the Offeror makes the
irrevocable undertaking for a period of ten (10) trading days to
offer the Company’s shareholders the option of tendering their
shares to the Public Buy-out Offer in return for cash of €16 per
Share.
Within the framework of the Squeeze-Out, shares
not held by the Offeror that are not tendered to the Public Buy-out
Offer (apart from the Excluded Shares) will be transferred to it in
return for compensation equal to the Offer Price, net of all costs,
of €16 per Share.
The draft Offer and the Draft Offer Document
remain subject to review by the AMF.
In accordance with Article 231-16 of the AMF’s
general regulation, a press release setting out the main details of
the Offer and how the Draft Offer Document may be obtained will be
made public on the Tarkett website (www.tarkett-group.com).
The Draft Offer Document is available to the
public free of charge from Tarkett’s registered office and from the
registered office of the Presenting Banks, and will be posted on
the AMF website (www.amf-france.org) and the Tarkett website
(www.tarkett-group.com).
The AMF will clear the Offer after it has
ensured that it complies with applicable legal and regulatory
requirements and will publish its clearance decision on its website
(www.amf-france.org). This clearance decision will represent the
AMF’s approval of the offer document and can only be given after
the Company files a draft response document to the Draft Offer
Document.
The offer document approved by the AMF and the
document containing “Other Information” relating in particular to
the legal, financial and accounting characteristics of the Offeror
will be available to the public, in accordance with Articles 231-27
and 231-28 of the AMF’s general regulation, from the Tarkett’s
registered office and from the registered office of the Presenting
Banks, no later than the day preceding the opening of the Offer.
These documents will also be posted on the AMF website
(www.amf-france.org) and the Tarkett website
(www.tarkett-group.com).
A press release indicating how these documents
may be obtained will be published no later than the day preceding
the opening of the Offer in accordance with Articles 231-27 and
231-28 of the AMF’s general regulation.
Prior to the opening of the Public Buy-out
Offer, the AMF will publish a notice announcing the opening and
timetable of the Public Buy-out Offer, and Euronext Paris will
publish a notice announcing the arrangements and timetable of the
Public Buy-out Offer.
2.2. Number
and type of shares covered by the Offer
As of the date of the Draft Offer Document, to
the Offeror’s knowledge, there are a total of 65,550,281 Tarkett
Shares, representing 123,799,014 theoretical voting rights,
calculated in accordance with Article 223-11 of the AMF’s general
regulation.
It is specified that as of the date of the Draft
Offer Document, the Offeror holds:
- directly:
59,207,028 shares and 117,187,257 voting rights in the Company
representing 90.32% of the share capital and 94.66% of theoretical
voting rights of the Company; and
- indirectly:
- 18,559 shares
held in treasury by Tarkett;
- 4,000 Shares
held by members of the Deconinck family, acting in concert with the
Offeror; and
- 27,768 Free
Shares Under Retention (as defined in Section 2.4.1 and covered by
the Liquidity Mechanism with Mr Fabrice Barthélemy) held by Mr
Fabrice Barthélemy and 4,441 Free Shares Under Retention (as
defined in Section 2.4.1 and covered by the Liquidity Mechanism
with Mr Raphael Bauer) held by Mr Raphael Bauer.
It is specified that the Offer does not
include:
- the 18,559
shares held in treasury by Tarkett; and
- the 32,209 Free
Shares Under Retention (these Shares being legally and technically
unavailable and cannot be tendered in the Offer).
In total, the Offeror directly and indirectly
holds, alone and in concert, 59,261,796 Shares representing, as of
the date of the Draft Offer Document, 90.41% of the share capital
and 94.72% of the theoretical voting rights of the Company.
The Public Buy-out Offer concerns all Shares not
held directly or indirectly by the Offeror that are already in
issue (except Excluded Shares) representing, to the Offeror’s
knowledge, a maximum of 6,292,485 Shares4, or 9.60% of
the share capital and 5.29% of theoretical voting rights of Tarkett
as of the date of the Draft Offer Document, calculated in
accordance with Article 233-11 of the AMF’s general regulation.
Within the framework of the Squeeze-Out, shares
not held by the Offeror will be transferred to the Offeror in
return for compensation equal to the Offer Price, net of all costs,
apart from shares held in treasury by the Company on the date of
the Squeeze-Out and Free Shares Under Retention (6,292,485 shares
on the date of the Draft Offer Document).
To the Offeror’s knowledge, there are no equity
securities or any financial instruments issued by the Company or
rights granted by the Company that could give access, either
immediately or in the future, to the Company’s share capital or
voting rights other than the Company’s existing shares. There are
no current stock option plans or free share award plans within the
Company that could give access, either immediately or in the
future, to the Company’s share capital or voting rights.
2.3. Conditions
that apply to the Offer
The Offer is not subject to any requirement to
obtain regulatory approval.
2.4. Position
of the beneficiaries of free shares and liquidity
mechanism
2.4.1. Position
of the beneficiaries of free shares
To the Offeror’s knowledge, there are no free
share plans implemented by the Company as of the date of the Draft
Offer Document.
In addition, some Shares currently held by
beneficiaries of certain previous free share plans are locked up as
of the date of the Draft Offer Document and will remain so until
the estimated closing date of the Offer (the “Free Shares
Under Retention”), including some Shares whose vesting
period has ended as of the date of the Draft Offer Document.
The Free Shares Under Retention correspond to a
maximum of 32,209 Shares under retention in accordance with Article
L. 225-197-1 II of the French Commercial Code, under which
Tarkett’s Supervisory Board has required Tarkett’s corporate
officers to retain their Shares until the end of their terms of
office (the “Additional Retention Period”);
To the Offeror’s knowledge, as of the filing
date of the Draft Offer Document and subject to cases of early
transferability provided for by law, the Free Shares Under
Retention will not be capable of being tendered to the Offer to the
extent that the Additional Retention Period has not ended before
the closing of the Offer.
2.4.2. Liquidity
Mechanism
The Liquidity Mechanism that will be proposed to
holders of Free Shares Under Retention is described more fully
in Section 1.4.1 of the Draft Offer Document.
2.5. Terms of
the Offer
The Offeror makes the irrevocable undertaking to
acquire from the Company’s shareholders, other than the Offeror and
excluding the Excluded Shares, all the Shares concerned by the
Public Buy-out Offer that are tendered to the Public Buy-out Offer,
at the Offer Price of €16 per share, payable only in cash, for a
period of ten (10) trading days.
Apart from the Shares held in treasury and the
Free Shares Under Retention, the Shares covered by the Offer that
are not tendered to the Public Buy-out Offer will be transferred to
the Offeror within the framework of the Squeeze-Out following the
Public Buy-out Offer, in return for compensation equal to the Offer
Price of €16 per share.
2.6. Adjustment
of the Offer terms
Any distribution of a dividend, interim
dividend, reserve, issue premium or any other distribution (in cash
or in kind) decided by the Company where the ex-date or any capital
reduction would take place before the Public Buy-out Offer closes
will give rise to a reduction, on a euro-for-euro basis, in the
price per share offered in the Offer.
2.7. Procedure
for tendering shares to the Public Buy-out Offer
The Public Buy-out Offer will be open for ten
(10) trading days, in accordance with Article 236-7 of the AMF’s
general regulation.
Shares tendered to the Public Buy-out Offer must
be freely negotiable and free of any lien, charge, pledge, other
guarantee or any restriction on the free transfer of their
ownership. The Offeror reserves the right to reject any shares that
do not comply with this condition.
Shares held in registered form must be converted
into bearer form in order to be tendered to the Public Buy-out
Offer. As a result, shareholders whose Shares are in registered
form and who wish to tender them to the Public Buy-out Offer must
request their conversion into bearer form at the earliest
opportunity in order to tender them to the Public Buy-out Offer.
Orders to tender shares to the Public Buy-out Offer are
irrevocable. It is specified that the conversion of registered
shares to bearer shares will result in these shareholders losing
the benefits associated with ownership of these shares in
registered form.
Shareholders whose Shares are registered in an
account managed by a financial intermediary and who wish to tender
them to the Public Buy-out Offer must send to the financial
intermediary that is the custodian of their Shares an irrevocable
order to tender or sell the Shares at the Offer Price, using the
template provided by that intermediary in good time to allow their
order to be executed and no later than the day on which the Public
Buy-out Offer closes, subject to the processing times of the
financial intermediary concerned..
The Public Buy-out Offer will be carried out
solely by means of acquisitions on the market in accordance with
Article 233-2 of the AMF’s general regulation. Tarkett shareholders
wishing to tender their Shares to the Public Buy-out Offer must
send back their sale order by the last day of the Public Buy-out
Offer and settlement will take place as and when orders are
executed, two (2) trading days after the execution of each order,
it being stipulated that trading fees (including related brokerage
fees and VAT) will remain payable by the shareholder selling the
Shares in the market.
Portzamparc BNP Paribas, an investment service
provider authorised as a market member, will buy the Shares sold in
the market on behalf of the Offeror, in accordance with applicable
regulations.
The transfer of ownership of Shares tendered to
the Public Buy-out Offer and all associated rights (including the
right to dividends) will take place on the date of registration in
the Offeror’s account, in accordance with Article L. 211-17 of the
French Monetary and Financial Code.
2.8. Squeeze-Out
In accordance with Artiles L.433-4 II of the
French Monetary and Financial Code and 237-1 and 237-7 of the AMF’s
general regulation, after the Public Buy-out Offer, the Shares in
the Company that have not been tendered to the Public Buy-out Offer
(apart from Excluded Shares) will be transferred to the Offeror
(regardless of the country of residence of the holder of said
Shares) in return for compensation of €16 per Share in the
Company.
The AMF will publish a notice of implementation
of the Squeeze-Out and Euronext Paris will publish a notice
announcing the timetable for implementation of the Squeeze-Out.
A notice informing the public of the Squeeze-Out
will be published by the Offeror in a legal announcements bulletin
in the place of the Company’s registered office in accordance with
Article 237-5 of the AMF’s general regulation.
The amount of compensation equal to the Offer
Price of €16 will be paid, net of all costs, after the Public
Buy-out Offer, into a blocked account opened for this purpose with
Uptevia, the centralising agent in charge of compensation
payments.
In accordance with Article 237-8 of the AMF’s
general regulation, unallocated funds corresponding to compensation
for the Company’s shares for which the beneficial owners are
unknown (i.e. unclaimed or similar shares, in particular those of
shareholders whose contact details are not known) will be held in
custody (and, if applicable, upon request for payment of
compensation from the beneficial owners during this period, paid
net of all costs by Uptevia on behalf of the Offeror) for a period
of ten (10) years from the date of the Squeeze-Out and paid to
Caisse des Dépôts et Consignations at the end of this period. These
funds will be available to beneficial owners subject to the 30-year
limitation period, after which they are transferred to the French
government.
It is specified that this procedure will result
in the Tarkett shares being delisted from compartment B of Euronext
Paris on the day the Squeeze-Out becomes effective.
2.9. Applicable
law
This Offer and all related documents are
governed by French law. Any dispute or conflict of any kind
relating to this Offer will be brought before the competent
courts.
2.10. Indicative
timetable of the Offer
Prior to the opening of the Offer, the AMF will
publish a notice stating the opening and timetable of the Offer,
and Euronext Paris will publish a notice announcing the
arrangements and opening of the Offer.
An indicative timetable is provided below, which
is still subject to review by the AMF:
|
Date |
Main stages of the Offer |
|
24 February 2025 |
-
Draft offer and Draft Offer Document filed with the AMF
-
Draft Offer Document made available to the public at the registered
offices of the Offeror and the Presenting Banks and published on
the AMF website (www.amf-france.org) and the Company’s website
(www.tarkett-group.com)
-
Publication of the press release on the filing and availability of
the Draft Offer Document
|
|
18 March 2025 |
-
Filing of the Company’s draft response document with the AMF,
including the reasoned opinion of the Company’s Supervisory Board
and the report of the Independent Appraiser
-
Company’s draft response document made available to the public at
the registered office of the Company and posted on the AMF website
(www.amf-france.org) and the Company’s website
(www.tarkett-group.com)
-
Publication of the press release relating to the filing and
availability of the Company’s draft response document
|
|
8 April 2025 |
-
Publication of the AMF’s clearance decision relating to the Offer,
signifying approval of the Offeror’s offer document and the
Company’s response document.
-
Approved offer document made available to the public at the
registered offices of the Offeror and the Presenting Banks and
posted on the AMF website (www.amf-france.org) and the Company’s
website (www.tarkett-group.com)
-
Approved response document made available to the public at the
registered offices of the Offeror and the Presenting Banks and
posted on the AMF website (www.amf-france.org) and the Company’s
website (www.tarkett-group.com)
|
|
9 April 2025 |
-
Filing by the Offeror with the AMF of the document “Other
information relating to the legal, financial and accounting
characteristics” of the Offeror
-
Document “Other information relating in particular to the legal,
financial and accounting characteristics” of the Offeror made
available to the public at the registered offices of the Offeror
and the Presenting Banks and posted on the AMF website
(www.amf-france.org) and the Company’s website
(www.tarkett-group.com)
-
Publication of a press release from the Offeror relating to the
offer document and the document “Other information relating in
particular to the legal, financial and accounting characteristics”
of the Offeror being available
-
Filing by the Company with the AMF of the document “Other
information relating to the legal, financial and accounting
characteristics” of the Company
-
Document “Other information relating in particular to the legal,
financial and accounting characteristics” of the Company made
available to the public at the registered office of the Company and
posted on the AMF website (www.amf-france.org) and the Company’s
website (www.tarkett-group.com)
-
Publication of a press release from the Company relating to the
reply document and the document “Other information relating in
particular to the legal, financial and accounting characteristics”
of the Company being available
|
|
10 April 2025 |
-
Opening of the Public Buy-out Offer
|
|
25 April 2025 |
-
Close of the Public Buy-out Offer
|
|
28 April 2025 |
-
Publication by the AMF and Euronext Paris of the notice stating the
result of the Public Buy-out Offer
|
|
As soon as possible after the publication of the notice
announcing the results of the Public Buy-out Offer |
-
Implementation of the Squeeze-Out
-
Delisting of Tarkett shares from compartment B of Euronext
Paris
|
2.11. Financing
of the Offer
2.11.1.
Expenses relating to the Offer
The overall amount of all expenses, costs and
disbursements incurred by the Offeror solely in connection with the
Offer, including the fees and other expenses of its external
financial, legal and accounting advisors, along with those of
appraisers and other consultants, and publicity and communication
expenses, is estimated at approximately €2 million (excluding
VAT).
2.11.2.
Arrangements for financing the Offer
On the basis of the Offer Price, the acquisition
by the Offeror of all the Shares concerned by the Offer represents
a maximum of €100,679,760.00 (excluding commission and associated
fees).
The Offeror has sufficient equity capital and
credit lines, particularly under its existing credit facilities, to
finance the Offer and may also carry out additional financing
rounds on the market without these being necessary for the
financing of the Offer.
2.11.3.
Reimbursement of brokerage fees
No expenses will be reimbursed and no commission
will be paid by the Offeror to a shareholder tendering their Shares
to the Offer, or to any intermediary or any person soliciting the
tendering of Shares to the Offer.
2.12. Restrictions
on the Offer outside France
No request to register the Offer or to obtain
approval has been made to a financial market supervisory authority
other than the AMF and no such request will be made.
As a result, the Offer is made to shareholders
of the Company located in France and outside France, provided that
the local laws to which they are subject allow them to take part in
the Offer without the Offeror being required to complete any
additional formalities.
The publication of the Draft Offer Document, the
Offer, the acceptance of the Offer and the delivery of the Shares
may in some countries be subject to specific regulations or
restrictions. As a result, the Offer is not addressed to persons
subject to such restrictions, either directly or indirectly, and is
not capable of being accepted in a country in which the Offer is
subject to restrictions.
Neither the Draft Offer Document nor any other
document relating to the Offer constitutes an offer to buy or sell
financial instruments or a solicitation of an offer in any country
in which such offer or solicitation would be illegal, could not be
legally made or would require the publication of a prospectus of
any other formality in accordance with local financial laws. The
holders of Securities located outside of France may participate in
the Offer only to the extent that such participation is authorised
by the local laws to which they are subject.
As a result, persons in possession of the Draft
Offer Document are required to inform themselves about any
applicable local restrictions and to comply with them. A failure to
comply with these restrictions may constitute a violation of
applicable stock exchange laws and regulations.
The Offeror will not be liable for the violation
of applicable legal or regulatory restrictions by any person.
United States of America
No document relating to the Offer, including the
Draft Offer Document, constitutes an extension of the Offer to the
United States and the Offer is not being made, directly or
indirectly, in the United States, to persons resident in the United
States or “US persons” (within the meaning of Regulation S under
the U.S. Securities Act of 1933, as amended) by means of postal
services or any other means of communication or instrument of trade
(including, without limitation, sending by fax, telex, telephone or
email) in the United States or by means of the services of a stock
exchange in the United States. As a result, no copies of the Draft
Offer Document, and no other documents relating to the Draft Offer
Document or to the Offer, can be sent by post, or communicated and
disseminated via an intermediary or any other person in the United
States in any way. No shareholders of the Company will be able to
tender their shares to the Offer if they are not able to certify
that (i) they are not a US Person; (ii) they have not received in
the United States a copy of the Draft Offer Document or any other
document relating to the Offer, and that they have not sent such
documents in the United States; (iii) they have not used, directly
or indirectly, postal services, telecommunications or other
instruments of trade or the services of a stock exchange in the
United States in connection with the Offer; (iv) they were not in
the United States when they accepted the terms of the Offer, or
sent their order to transfer shares; and (v) they are not an agent
or representative acting on behalf of a principal that sent their
instructions outside the United States. Approved intermediaries may
not accept orders to tender shares that have not been made in
accordance with the above requirements, unless there is any
authorisation or instruction on the contrary from or for the
Offeror, at the Offeror’s discretion. Any acceptance of the Offer
that may be assumed to result from a breach of these restrictions
will be deemed invalid.
The Draft Offer Document does not constitute an
offer to buy or sell or a solicitation for an order to buy or sell
securities in the United States, and has not been filed with the
United States Securities and Exchange Commission.
For the purposes of the above two paragraphs,
the United States refers to the United States of America, their
territories and possessions, or any of these States and the
District of Columbia.
3. Summary of
the Assessment of the Offer Price
The Offer Price proposed by the Offeror is €16.00.
Based on the valuation work described in Section 3 of the Draft
Offer Document, the Offer Price presents the following
premiums:
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Value per share1 (€) |
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Premium / (discount) induced by the Offer Price
(%) |
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Offer price per share (€) |
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16,0 |
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- |
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Principal methods used |
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Stock
market references |
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Closing price prior to project
annoncement2 |
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13,6 |
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+18,1% |
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VWAP - 20 days |
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12,1 |
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+32,3% |
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VWAP - 60 days |
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11,6 |
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+37,5% |
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VWAP - 120 days |
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11,1 |
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+44,6% |
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VWAP - 250 days |
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10,7 |
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+49,5% |
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DCF |
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Mid-range of the company’s business
plan |
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12,5 |
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+28,3% |
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Top of the range of the company’s
business plan |
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13,5 |
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+18,4% |
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Bottom of the range of the company’s
business plan |
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11,5 |
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+39,0% |
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Indicative methods |
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CIC
Target prices |
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Target price |
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10,0 |
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+60,0% |
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Stock
market comparables |
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EV / EBIT 2025 |
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15,6 |
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+2,9% |
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EV / EBIT 2026 |
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13,8 |
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+15,9% |
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Notes:
1 Value per Share based on 65,531,722
Shares, excluding the 18,889 Shares held in treasury.
2 20 February 2025
Important Notice
This press release has been prepared for information purposes only.
This press release does not constitute a public offer (offre au
public). Dissemination of this press release, the Offer and
its acceptance may be subject to specific regulations or
restrictions in some countries.
The Offer is not addressed to persons directly or indirectly
subject to such restrictions and may not be accepted in any way
from a country in which the Offer is subject to such restrictions.
This press release shall not be distributed in these countries.
Therefore, persons in possession of this press release must inform
themselves about and comply with any local restrictions that may
apply.
Tarkett Participation declines any responsibility resulting from
any breach of these restrictions by any person.
|
1
It is specified
that the Offeror, controlled by Société Investissement Deconinck, a
société par actions simplifiée with its registered office at Tour
Initiale - 1 Terrasse Bellini, 92919 Paris La Défense Cedex, and
registered in the Nanterre Trade and Companies Register under
number 421 199 274, controlled by the Deconinck Family
(“SID”), is acting in concert with Expansion 17
S.C. A., a reserved alternative investment fund in the form of a
société en commandite par actions, “Tarkett” compartment, with its
registered office at 11-15, avenue Emile Reuter, L - 2420
Luxembourg and registered with the Luxembourg Trade and Companies
Register under number B180975 and Global Performance 17 S.C. A., a
reserved alternative investment fund in the form of a société en
commandite par actions, “Millésime 3” compartment, with its
registered office at 11-15, avenue Emile Reuter, L - 2420
Luxembourg and registered with the Luxembourg Trade and Companies
Register under number B180980 (both of which are part of the Wendel
group) (the “Investor”), Mr. Fabrice Barthélemy,
Chairman of the Company’s Management Board and Chairman of the
Offeror, and members of the Deconinck family who directly own
shares in the Company.
2
Based on 65,550,281
shares representing 123,799,014 theoretical voting rights as at 31
January 2025 in accordance with Article 223-11 of the AMF’s general
regulation.
3
It is specified
that the 4,000 Shares held directly by members of the Deconinck
family, which are deemed to be held indirectly by the Offeror
within the meaning of Article L. 233-9 of the French Commercial
Code, are included in the 6,292,485 Shares concerned by the Public
Buy-out Offer and will be tendered to the offer.
4
It is specified
that the 4,000 Shares held directly by members of the Deconinck
family, which are deemed to be held indirectly by the Offeror
within the meaning of Article L. 233-9 of the French Commercial
Code, are included in the 6,292,485 Shares concerned by the Public
Buy-out Offer and will be tendered to the offer.
- Press release related to a proposed public buy-out offer
followed by a squeeze-out-Tarkett Participation-Tarkett
24.2.25
Tarkett (EU:TKTT)
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From Feb 2024 to Feb 2025
