CEGID GROUP: simplified public purchase offer initiated by Claudius France
04 Juillet 2017 - 6:54PM
PRESS
RELEASE
Claudius
France
Registered office: 33, rue de
Naples, 75008 Paris
821 096 039 RCS Paris
SIMPLIFIED PUBLIC
PURCHASE OFFER
ON THE
SHARES AND REDEEMABLE SHARE WARRANTS OF CEGID GROUP
OFFER
PRICE
86.25 euros per
share Cegid Group
68.25 euros per
redeemable share warrant Cegid Group
If, upon
completion of the Offer, the minority shareholders not having
tendered their shares into the Offer do not represent more than 5%
of the share capital or of the voting rights of the Company,
Claudius France will request the implementation of a squeeze-out,
in accordance with the provisions of Articles 237-14 to 237-19 of
the AMF General Regulation
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 Articles 231-27 2° and 231-28 of the General
Regulation of the Autorité des Marchés
Financiers (the "AMF").
IMPORTANT NOTICE
Pursuant to Article L. 433-4 III of the French Monetary and
Financial Code and Articles 237-14 et seq. of
the General Regulation (Règlement Général) of
the Autorité des marchés financiers, in the
event that, upon closing of the Offer, the shareholders not having
tendered their securities to the Offer do not represent more than
5% of the share capital or voting rights of Cegid Group, Claudius
France will request the implementation of a squeeze-out (retrait obligatoire), it being specified that as a
result of such procedure, Cegid Group shares and redeemable share
warrants would be delisted.
Paris, France,
July 4, 2017 - Pursuant to the provisions of Article L. 612-8
of the French Monetary and Financial Code and of Article 231-23 of
the AMF General Regulation, the AMF granted visa n° 17-322 on the
simplified public purchase offer by which Claudius France
irrevocably undertakes to purchase, in cash, (i) all shares of
Cegid Group at a price of 86.25 euros per share and (ii) all
redeemable share warrants (the "BAAR") of
Cegid Group at a price of 68.25 euros per BAAR (the "Offer").
The offer document (the "Offer Document") prepared by Claudius France was
granted visa by the AMF on July 4, 2017 under n° 17-322, pursuant
to a clearance decision issued on the same date.
Prior to the opening of the Offer,
the AMF and Euronext Paris will respectively publish a notice
announcing the opening and closing dates and a notice announcing
the terms and the timetable of the Offer.
The Offer shall be opened for a
period of 10 trading days. The AMF will publish a notice announcing
the opening date and the closing date of the Offer. The
shareholders or holders of BAAR of the Company whose shares or BAAR
are registered on an account managed by a financial intermediary
and who wish to tender their shares or their BAAR into the Offer,
must deliver a transfer order to their financial intermediary to
tender their shares and BAAR into the Offer, in accordance with the
standard forms provided by their financial intermediary no later
than the last day on which the Offer is open and in a timely manner
so that their order can be executed within the relevant timeframe.
The shareholders and holders of BAAR of the Company should consult
with their own financial intermediaries to confirm whether said
intermediary requires the securities to be tendered at an earlier
date.
The "other information" document
relating in particular to the legal, financial and accounting
characteristics of Claudius France (the "Other
Information Document") was filed with the AMF and will be made
available to the public on July 5, 2017, pursuant to the provisions
of Articles 231-27 and 231-28 of the AMF General Regulation.
The offer document which was
granted visa by the AMF and the Other Information Document are
available on the websites of the AMF (www.amf-france.org) and of
Cegid Group (www.cegid.com) and may be obtained free of charge upon
request to Natixis, 47, quai d'Austerlitz, 75013 Paris, France.
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. The Tender Offer is not
made in any jurisdiction in which it would be
restricted.
The Tender Offer is made in the U.S. pursuant to
Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Regulation 14E thereunder, as a
"Tier-I" tender offer under Rule 14d-1(c) of the Exchange Act, and
otherwise in accordance with applicable French law.
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.
PR CLAUDIUS FRANCE
20170704
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