Albioma : Success of the friendly Tender Offer initiated by KKR, which will hold 83.44% of Albioma’s share capital following the first offer period

PRESS RELEASE

Paris La Défense, 1 Aug 2022

Success of the friendly Tender Offer initiated by KKR, which will hold 83.44% of Albioma’s share capital following the first offer period

Albioma and KKR announce the results of the friendly Tender Offer for all Albioma securities (the “Offer”) published by the Autorité des marchés financiers (“AMF”) following the completion of the Offer on 27 July 2022.

Following the completion of the Offer initiated by KKR for all Albioma securities, KKR will hold 27,049,985 shares representing 83.44% of Albioma’s capital and 83.44% of voting rights, and 551,205 warrants (BSAAR) amounting to 99.95% of all of the outstanding BSAARs¹.It should be noted that these figures exclude Albioma's treasury shares (0.45% of the capital) and performance shares subject to a retention period which may be covered by liquidity agreements (0.63% of the capital).

Albioma and KKR are pleased with the great success of this first offer period. The Board of Directors unanimously issued, on 30 May 2022, a favourable opinion on the Offer, judging it to be consistent with the interests of the Group, its shareholders and its employees.

In compliance with the articles 232-4 of the AMF’s general regulations, the Offer will shortly be reopened at the same price, namely €50 per share and €29.10 per BSAAR, in order to allow shareholders and BSAAR bearers who have not yet tendered their securities to do so.

Albioma would like to inform holders of pure registered shares that in order to tender their shares to the reopened Offer, they will need to instruct their financial intermediary to convert these shares to administered registered shares or bearer shares. (For more information, please follow this : )

The settlement-delivery of the Offer will take place on 11 August 2022.

The Offer Document, the Response Document and the results of the Offer published today by the AMF are available on the websites of Albioma () and of the AMF (). 

Warning:

This press release does not constitute an offer to acquire shares.

This release was prepared for informative purposes only. It does not constitute an offer to the public. The circulation of this release, the bid and its acceptance can be the subject of specific regulations or restrictions in some countries. The bid is not intended for those who are subject to such restrictions, neither directly nor indirectly, and is not likely to be the subject of any acceptance in a country where the bid would be the object of such restrictions. This release is not intended to be circulated in these countries. Consequently, those in possession of this release are advised to inform themselves about local restrictions that may be applicable and to conform to these.

The initiator and Albioma accept no responsibility for any potential violation of these restrictions.

It is anticipated that the bid will be open to the United States of America in compliance with Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as it was modified (the “U.S. Exchange Act”), and in compliance with the exceptions set by Rule 14d-1(d) of the U.S. Exchange Act.

Forward-looking statements:

This release contains forward-looking statements. These can be identified through the use of terms such as “prospects”, “believe”, “think”, “expect”, “potential”, “continue”, “can”, “should”, “seek”, “around”, “predict”, “intend”, “will be”, “plan”, “estimate”, “anticipate”, the negative use of these terms, other comparable terms or statements that do not strictly relate to real proven facts, including but not limited to, statements related to: the proposed transaction; the operation of the acquired company after effecting the transaction; the growth opportunities and other synergies resulting from the transaction; and the expected time of effecting the proposed transaction. The forward-looking statements are based on KKR’s beliefs, hypotheses, and expectations, considering all the information currently at its disposal. These beliefs, hypotheses and expectations can evolve according to numerous events or factors, which are not all known to KKR, nor under its control. If a change occurs, KKR’s activities, financial situation, liquidities, and operational results can vary markedly from those expressed in projected statements. The following factors, amongst others, could have an impact on real results compared to forward-looking statements: the inability to reap expected benefits of the proposed transaction in the expected period; unforeseen liabilities, integration costs and other supplementary costs related to the proposed transaction and to the calendar; the availability and the cost of financing the proposed transaction; changes in Albioma’s activities; any delays or difficulties in obtaining the required authorisation; the inability to effect the transaction; the ability of the acquired company to maintain commercial relationships after the proposed transaction; the inability to reap the advantages or effect the changes in the commercial strategies of KKR or of the acquired company, including the capacity to gain the anticipated synergies, strategic partnerships or other transactions; the availability, methods and distribution of capital; the availability of qualified personnel and the recruitment and retention fees of this personnel; and the increased competition. All forward-looking statements are only valid at the date of this press release. KRR expressly accepts no obligation nor commitment to update forward-looking statements to reflect circumstances or events arising after the date at which these statements were made, except if demanded by law or regulations in force. Past performances do not anticipate future results. This press release does not constitute an offer of sales nor the invitation of an offer of shares in any jurisdiction.

¹ Taking into account the 25,868,599 shares and 431,771 BSAARs tendered to the Offer, as well as the securities contributed in kind to Kyoto Topco by Bpifrance and some of Albioma’s employees and company representatives.

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