ESI Group: PRESS RELEASE OF NOVEMBER 30 2023
November 30 2023 - 12:45AM
Business Wire
Regulatory News:
ESI Group (Paris:ESI)
This press release does not constitute an offer to acquire
shares and is not intended for distribution in jurisdictions where
the Offer is not authorized.
ON THE AVAILABILITY OF THE OFFER DOCUMENT
AND INFORMATION RELATING TO THE LEGAL, FINANCIAL AND ACCOUNTING
CHARACTERISTICS OF KEYSIGHT TECHNOLOGIES NETHERLANDS B.V.
IN CONNECTION WITH THE TENDER OFFER FOR THE
SHARES OF ESI INITIATED BY Keysight
Technologies Netherlands B.V. PRESENTED BY
J.P.Morgan
BNP
PARIBAS
Bank presenting the
Offer
Bank presenting the Offer and
acting as guarantor
OFFER PRICE: 155 euros per ESI
Group share. DURATION OF THE OFFER: 25 trading days. The timetable
of the tender offer (the “Offer”) will be determined by the
Autorité des marchés financiers (the “AMF”) in accordance
with the provisions of its general regulation (the “AMF General
Regulation”).
AUTORITÉ DES MARCHÉS
FINANCIERS | AMF
This press release (the “Press
Release”) was prepared and made available to the public on
November 30, 2023 in accordance with the provisions of articles
23-27 2° and 231-28 of the AMF General Regulation.
Pursuant to Article L. 621-8 of the French
Monetary and Financial Code and Article 231-23 of the AMF General
Regulation, the AMF has, in accordance with its clearance decision
dated November 28, 2023, affixed the visa n°23-492 on the offer
document (the “Offer Document”). The Offer Document was
prepared by Keysight Technologies Netherlands B.V. and renders its
signatories liable. The visa, in accordance with the provisions of
Article L. 621-8-1, I of the French Monetary and Financial Code,
has been granted after the AMF verified “whether the document is
complete and comprehensible, and whether the information it
contains is consistent”. It does not imply either the approval of
the appropriateness of the transaction nor the authentication of
the accounting and financial information presented.
IMPORTANT NOTICE
In accordance with the provisions of
Article L. 433-4 II of the French Monetary and Financial Code and
Articles 237-1 et seq. of the AMF General Regulation, in the event
that, at the end of the Offer, the number of ESI Group shares not
tendered by the minority shareholders (with the exception of the
shares subject to a liquidity mechanism) would represent no more
than 10% of the share capital and voting rights of ESI Group,
Keysight Technologies Netherlands B.V. intends to ask the AMF for
the implementation, within ten (10) trading days following the
publication of the results of the Offer, or, if the Offer is
re-opened, within three (3) months following the closing of the
reopened offer (the “Reopened Offer”), of a squeeze-out
procedure in order to transfer the ESI Group shares not tendered in
the Offer (other than the shares subject to a liquidity mechanism
and treasury shares), in return for a compensation per share equal
to the Offer price, i.e., EUR 155 per share, net of all costs.
The Offer is not and will not be proposed
in any jurisdiction where it would not permitted by applicable law.
Acceptance of the Offer by persons residing in countries other than
France and the United States of America may be subject to specific
obligations or restrictions imposed by legal or regulatory
provisions. The recipients of the Offer are solely responsible for
compliance with such laws and it is therefore their responsibility,
before accepting the Offer, to determine whether these laws exist
and are applicable, with the assistance of their own advisors.
The Offer will be made in the United Sates
of America pursuant to Section 14(e) of the U.S. Securities
Exchange Act of 1934, as amended (the “1934 Act”) and
Regulation 14E of the 1934 Act, subject to exemptions provided by
Rule 14d-1(c) of the 1934 Act for a Tier I tender offer.
For more information, see paragraph 2.16
(Offer restrictions outside of France) of the Offer Document.
The Offer Document must be read jointly with all other documents
published in connection with the Offer.
In accordance with article 231-28 of the AMF’s general
regulation, the information relating to the legal, financial and
accounting characteristics of Keysight Technologies Netherlands
B.V. was filed with the AMF on November 28, 2023, and made
available to the public on November 29, 2023.
This information and the Offer Document approved by the AMF is
available on the websites of the AMF (www.amf-france.org) and ESI
Group (https://investors.esi-group.com/fr) and may be obtained free
of charge at the registered office of ESI Group (3 bis Rue
Saarinen, Immeuble le Séville, 94528 Rungis Cedex, France) and
at:
J.P. Morgan SE 14 Place
Vendôme
75001 Paris
France
BNP Paribas
16 Boulevard des Italiens
75009 Paris
France
Avertissement
This Press Release has been prepared for information purposes
only. It does not constitute an offer to the public. 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 directed at persons subject to such
restrictions, either directly or indirectly, and may not be
accepted from any jurisdiction where the Offer would be subject to
such restrictions. This press release is not intended for
distribution in such countries. Accordingly, persons in possession
of this press release are responsible for informing themselves
about and complying with any local restrictions that may apply.
Keysight Technologies Netherlands B.V. declines any liability
for any violation by any person of such restrictions.
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