Manutan International : PRESS RELEASE - Proposed simplified public tender offer to purchase outstanding shares of Manutan International and appointment of an independent expert
October 26 2022 - 7:29AM
Manutan International : PRESS RELEASE - Proposed simplified public
tender offer to purchase outstanding shares of Manutan
International and appointment of an independent expert
~ PRESS RELEASE ~
Proposed simplified
public tender offer to purchase outstanding shares
of Manutan International
and appointment of an independent
expert
Gonesse
(France), October 26, 2022
Manutan International (the
“Company”) hereby announces that its Board of
Directors met on October 25, 2022 to consider a proposed simplified
public tender offer undertaken by the Guichard family group1, to be
followed, if applicable, by a squeeze-out, for the Company's
outstanding shares at a price of 100 euros per share (the
“Offer”), with an additional 5 euros per share to
be paid out if the Guichard family group reaches the threshold of
90% ownership in share capital and voting rights of the Company,
required for mandatory delisting. Prior to the transfers described
hereafter, the Guichard family group held 73.28% of Manutan’s share
capital and 84.52% of theoretical voting rights.2
The Offer should be filed shortly with the
French market regulator (“AMF”) by Spring Holding
(“Spring”), which has been established by the
Guichard family group that controls 64.92% of the Company’s share
capital and 62.72% of its voting rights, following several transfer
and disposal transactions amongst members of the family group on 26
October 2022. As a result of these transactions, as of today, the
Guichard family group (directly, and indirectly via Spring) holds
in concert 73.28% of the Company’s share capital and 74.06% of
theoretical voting rights3. The above-mentioned transactions were
undertaken at a price of 100 euros per share of Manutan.
The Board of Directors has recognized the
friendly nature of the proposed Offer, which is directed at all
outstanding shares in the Company not held by the Guichard family
group (all shares save treasury shares), amounting to around 26.5%
of equity and 25.7% of theoretical voting rights in the
Company.
Creation of an ad hoc committee and
designation of an independent expert
In accordance with stock-market regulations, the
Company’s Board of Directors has established a three-member ad hoc
committee consisting primarily of independent directors. Among
their tasks, this ad hoc committee is notably responsible for
monitoring the work of the independent expert (appointed as
described below), for drafting an initial reasoned opinion on the
Offer, and for submitting a recommendation on the Offer to the
Board of Directors.
On the advice of this ad hoc committee, the
Company’s Board of Directors has, pursuant to Article 261-1, I and
II, of the AMF's General Regulations, appointed the firm Finexsi,
represented by Mr. Christophe Lambert (14 rue de Bassano, 75116
Paris christophe.lambert@finexsi.com), to serve as the independent
expert in charge of compiling a report on the fairness of the
Offer’s financial terms.
In accordance with applicable regulations,
Manutan's Board of Directors will meet again to issue its reasoned
opinion on the Offer with due consideration for the independent
expert's report and the recommendation of the ad hoc committee.
This reasoned opinion, as well as the independent expert's report,
will be made public as part of the response to be filed with the
AMF, at which date the Company will issue a press release.
The Company’s 2021/2022 annual results are
scheduled for release on November 23, 2022 (after market
close).
************
About Manutan International
A family-owned group founded in 1966, Manutan is
a European leader in BtoB e-commerce. Manutan specializes in the
distribution of equipment and supplies, with a model combining the
strengths of digital technology with a human focus. Its
one-stop-shop product and service offering enables its
customers—companies, local authorities, and artisans—to operate
efficiently and sustainably on a day-to-day basis, while
implementing a strategy to optimize their procurement.
With 27 subsidiaries in 17 European countries,
the Group has more than 2,200 employees and delivered revenues of
906.5 million euros in 2021/2022. Manutan France earned the ‘Best
Workplaces 2022’ label, while nine other Group subsidiaries are
certified by ‘Great Place to Work’.
Manutan International is listed on Euronext Paris
- compartment B - ISIN: FR0000032302-MAN.
www.manutan.com
1 Consisting of Mr. Jean-Pierre Guichard, Ms.
Claudine Guichard, Mr. Xavier Guichard and their family holding
(Mouvement et Finance).2 On the basis of total equity comprised of
7,613,291 shares that represent 13,202,790 theoretical votes as of
October 25, 2022, as per the provisions of Article 223-11 of the
AMF's General Regulations.3 The recent transfers and disposals have
resulted in the elimination of 5,322,324 double voting rights.
- Manutan International - Press Release
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