Following an announcement made on July 31st, 2020 on the entering into exclusive negotiations between ATEME (ISIN: FR0011992700) and Anevia’s main shareholders (ISIN : FR0011910652) and the completion by the companies of the applicable procedures with regards to employee representative bodies, ATEME and the main shareholders of Anevia, have announced they have signed the final agreements for the sale of the Majority Shareholders’ shares in the Company’s share capital to ATEME. The acquisition covers all of the shares of the Company held by the Majority Shareholders (including those to be issued upon exercise of their securities giving access to the share capital of the Company, i.e. 4,973,493 shares representing 87% of the share capital (1) and 87% of voting rights of the Company), partly by way of contributions in kind (the “Contribution”) and the remaining balance in cash (the “Acquisition”).
The transfer of the majority block remains subject to the delivery of the official appraiser reports, in accordance with the applicable legal and regulatory provisions.
The share transfer is expected to be completed in the next few days. As stated in the July 31th announcement, it will be followed by the filing by ATEME during the second half of October of a simplified alternative mandatory public offer, consisting of a simplified mixed public offer (the “OPM”) and, as an alternative, a simplified tender offer (the “OPAS”, and, together with the OPM, the “Offer”) (the Contribution, the Acquisition and the Offer are hereafter together referred to as the “Transaction”), on all shares and securities giving access to the share capital or voting rights of the Company (2) that are not held by ATEME on that date in accordance with applicable regulations, followed, if the related holding conditions are met, by a compulsory withdrawal (the “Compulsory Withdrawal”), subject to AMF’s approval.
The Offer will consist of an OPM and an OPAS on an alternative basis:
under the OPM: ATEME will offer, as a principal offer, to the Company’s shareholders, to exchange the Company shares they hold for ATEME shares to be issued at a ratio of 1 ATEME share to be issued for 10 contributed Company shares, plus a cash payment of 2 euros per contributed Company share (i.e., 20 euros for 10 contributed Company shares);
under the OPAS: ATEME will offer to the Company’s shareholders to acquire (i) the Company’s shares, at a price of 3.50 euros per share and (ii) the warrants not exercised at the opening date of the Offer, at a price of 1.06 euro per 2017C warrant, 1.64 euro per 2019A warrant, 0.24 euro per BSA A warrant and 1.54 euro per BSA B warrant.
A2EF (Associés en Evaluation & Expertise Financière) represented by Mrs. Sonia Bonnet-Bernard (60 Rue de Longchamp, 92200 Neuilly-Sur-Seine) has been appointed as independent expert to prepare a report on the financial terms and conditions of the Offer. In accordance with the provisions of Article 261-1-1 of the AMF General Regulation, this appointment was submitted to the AMF, which did not oppose it under the terms of its decision dated September 1st, 2020. The expert’s report will be included in the note to be filed with the AMF in connection with the Offer.
Michel Artières, Chairman and CEO of ATEME, says: “We are proud to announce this major step towards the acquisition of Anevia, which has been unanimously approved by the Boards of Directors of both companies and welcomed by their respective employee representative bodies. The operations required to complete the transaction have begun and the acquisition of the majority stake remains subject to one technical condition that should be lifted rapidly, allowing the natural course of the transaction to continue.”
Laurent Lafarge, Chairman and CEO of Anevia, says: “We are very pleased that this project with Ateme continues to materialize with a strong support among our teams. We are ready to move forward quickly to ensure that the best level of energy is deployed in the construction of the enlarged Group to serve our customers around the world.”
(1) On a diluted basis post exercise of warrants (“BSAs”) and founders’ warrants (“BSPCEs”) that would be exercised by the Majority Shareholders at the same time as the Contribution (5,711,218 total number of outstanding shares including 689,790 shares resulting from the exercise of the dilutive instruments from the Majority Shareholders and a total number of contributed shares of 4,973,493 after taking into account the shares resulting from the exercise of the dilutive instruments).
(2)With the exception of (i) 5,110 treasury shares held by the Company on the date hereof, (ii) “BSPCEs” which are not transferable by their holders pursuant to the provisions of Article 163 bis G of the French General Tax Code and (iii) 240,000 BSAs which will be acquired by Laurent Lafarge and then exercised as part of the Transaction, Laurent Lafarge has also undertaken to contribute to the OPM all of the Company shares issued upon exercise of such BSAs.