PRESS
RELEASE
Claudius
France
Registered office: 33, rue de
Naples, 75008 Paris
821 096 039 RCS Paris
IMPLEMENTATION OF
THE SQUEEZE-OUT
ON THE SHARES AND
REDEEMABLE SHARE WARRANTS OF CEGID GROUP
This press release was prepared
and published by Claudius France, société par
actions simplifiée unipersonnelle, whose registered office is
located 33, rue de Naples, 75008 Paris and registered with the
Paris Trade and Companies Register under number 821 096 039
("Claudius France"), in accordance with the
provisions of Article 231-16 III of the General Regulation of the
Autorité des Marchés Financiers (the
"AMF") and Article 9 of the AMF instruction
n°2006-07 relating to the tender offers.
Paris, France,
July 24, 2017 - Upon completion of the simplified public
purchase offer (the "Offer") on the shares and
redeemable share warrants (the "BAAR") of the
company Cegid Group ("Cegid Group" or "the Company"), which was cleared by the AMF on July 4, 2017
(decision no. 217C1452) and that was opened from July 6, 2017 to
July 20, 2017 included, Claudius France holds, alone and together
with Claudius France, 8,964,672 shares (including 28,645
BAAR[1]) of Cegid
Group, representing 97.09% of the share capital and at least 96.74%
of the voting rights of the Company[2].
As a result, being noted that the
legal conditions to implement a squeeze-out (the "Squeeze-Out") on the shares and BAAR of Cegid Group are
met, and in accordance with its intention disclosed in the offer
document that was granted visa on July 4, 2017 under number 17-322,
Claudius France informed the AMF with its intention to implement
the Squeeze-Out.
The AMF published, by notice dated
July 24, 2017 (D&I no. 217C1687), the implementation of the
Squeeze-Out on all the outstanding (i) shares and (ii) BAAR of
Cegid Group (not already held by Claudius France alone, together
with Claudius Finance or through Cegid Group), i.e., 160,273 shares and 50 BAAR of Cegid Group,
representing 1.74% of the share capital and 1.73% of the voting
rights of the Company2.
The Squeeze-Out will be made at
the same price as the Offer, i.e., a cash
payment of 86.25 euros per share and 68.25 euros per BAAR of the
Company (net of all costs).
The AMF indicated in its
abovementioned notice that the Squeeze-Out will be implemented on
July 27, 2017, the date on which the shares and BAAR of the Company
will be delisted from the regulated market of Euronext Paris.
The amount corresponding to the
compensation due will be deposited into an escrow account opened
for this purpose in the books of Natixis, acting as centralization
agent for all the compensation payments. The financial
intermediaries in charge of account custody will be requested to
ask Natixis for the compensation which is due to their clients.
In accordance with the provisions
of Article 237-6 of the AMF General Regulation, the funds relating
to compensation for the shares and BAAR of Cegid Group which will
not have been claimed by depository institutions on behalf of their
beneficiaries, shall be held by Natixis for a period of ten years
from the implementation date of the Squeeze-Out and then remitted
to the Caisse des Dépôts et Consignations upon expiration of this
deadline. These unclaimed funds will be available for the
beneficiaries to claim subject to the thirty-year prescription
period after which they will revert to the French State.
In accordance with the provisions
of Article 237-17 of the AMF General Regulation, Claudius France
will also publish a notice informing the public of the Squeeze-Out
in a legal gazette (journal d'annonces
légales) of the department in which Cegid Group's registered
office is located.
The offer document relating to the
Offer initiated by Claudius France on the shares and BAAR of Cegid
Group and the offer document in response prepared by Cegid Group
and which were granted visa by the AMF respectively under numbers
17-322 and 17-323, as well as the "other information" documents
relating in particular to the legal, financial and accounting
characteristics of Claudius France and Cegid Group are available on
the websites of the AMF (www.amf-france.org) and of Cegid Group
(www.cegid.com).
The offer document prepared by
Claudius France may be obtained free of charge upon request to
Natixis (47, quai d'Austerlitz, 75013 Paris, France). The offer
document in response prepared by Cegid Group may be obtained free
of charge upon request to Cegid Group (52, quai Paul Sédallian,
69009 Lyon).
Important
information
This press
release has been prepared for information purposes
only.
Investors and shareholders based in France should
read the documentation relating to the Tender Offer, since such
documentation contains important information concerning Claudius
France, Cegid Group and the Tender Offer.
This press release must not be published,
distributed or disseminated, directly or indirectly, to any
jurisdiction where the distribution of this information would be
subject to legal restrictions.
The publication, distribution or dissemination of
this press release in certain jurisdictions may be subject to legal
or regulatory restrictions. Therefore, the persons located in the
jurisdictions where this press release is published, distributed or
disseminated must inquire on such restrictions and comply with
them. Claudius France disclaims all liability regarding a potential
breach of these restrictions by whoever.
This English
translation is for the convenience of English-speaking readers.
However, only the French text has legal value. Consequently, the
translation may not be relied upon to sustain any legal claim, nor
should it be used as the basis of any legal opinion. Claudius
France expressly disclaims all liability for any inaccuracy
herein.
[1]
Namely 7,436 BAAR 1 and 21,209 BAAR
2, equivalent to shares held by Claudius France in accordance
with provisions of Article L.223-9 I, 4° of the French Commercial
Code.
[2]
On the basis of a share capital of
9,233,057 representing 9,266,668 voting rights, pursuant to the
2nd paragraph of
Article 223-11 of the AMF General Regulation.
PRESS RELEASE SQUEEZE-OUT
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: CEGID GROUP via Globenewswire