BOLLORE: IMPLIFIED CASH TENDER OFFER OF BOLLORÉ SE ON ITS OWN SHARES
BOLLORÉ
PRESS RELEASE
April 18, 2023
SIMPLIFIED CASH TENDER OFFER OF BOLLORÉ SE ON ITS OWN SHARES
As announced in the press release published today by Bolloré SE, the Board of directors of Bolloré SE held a meeting today regarding the simplified cash tender offer of Bolloré SE on its own shares announced on March 14, 2023.
This Offer will be implemented in accordance with the share buyback program authorized by the general meeting of Bolloré SE shareholders held on May 25, 2022, subject to a maximum purchase price of €6 per share. The Offer aims at acquiring 288,607,076 Bolloré SE shares representing 9.78% of its share capital1; should such limit be exceeded, the number of shares effectively sold by participant shareholders would be prorated based on the total number of shares tendered.
The price of the Offer will be €5.75 per Bolloré SE share (2022 additional dividend included) plus a contingent €0.25 earn-out per Bolloré SE share tendered to the Offer to be paid if the CMA CGM offer for the acquisition of Bolloré Logistics leads to the sale of the latter in accordance with the transaction terms to be agreed2. As a reminder, the shareholders’ general meeting of Bolloré SE to be held on May 24, 2023 will vote on the distribution of an additional 2022 dividend of €0.04 per share, to be now recorded on July 4, 2023 and paid on July 6, 2023.
The information regarding the potential sale of Bolloré Logistics and the corresponding contingent earn-out was made available to the independent expert A2EF, represented by Mrs. Sonia Bonnet-Bernard, in the course of its work in order to include it in the fairness assessment of the proposed Offer price.
On the basis of, in particular, the favorable recommendation of the ad hoc committee3 and the independent expert’s determination that the Offer price is fair for both participant and non-participant shareholders, the members of the Board of directors of Bolloré SE issued a unanimous favorable opinion regarding the Offer and resolved to recommend to Bolloré SE shareholders that they take advantage of this partial liquidity opportunity.
Bolloré SE’s draft tender offer document will be filed on April 19, 2023 with the French Financial Markets Authority (AMF). The Offer remains subject to AMF approval.
1 On the basis of a total number of 2,951,154,374 shares as at March 31, 2023.
2 See the press release of today entitled “Exclusive negotiations with the CMA CGM Group regarding the sale of Bolloré Logistics – Proposed €0.25 earn-out to be added to the price of the simplified tender offer currently under review”.
3 Composed of Mrs. Sophie Johanna Kloosterman, M. Alexandre Picciotto and M. François Thomazeau.
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