SIMPLIFIED PUBLIC CASH OFFER
FOR THE SHARES OF THE COMPANY
APRIL SA
OFFEROR
Andromeda Investissements SAS
SPONSORED BY
| Deutsche Bank | Lazard Freres Banque | Natixis |
| Sponsoring Bank | Sponsoring Bank | Sponsoring Bank and Guarantor |
COMMUNICATION RELATED TO THE AVAILABILITY OF THE OFFER DOCUMENT AND OF INFORMATION RELATING TO THE LEGAL, FINANCIAL AND ACCOUNTING CHARACTERISTICS OF ANDROMEDA INVESTISSEMENTS SAS
| Offer price: €21.60 per APRIL share Duration of the Offer: 12 trading days |
| This press release has been prepared and published on 10 July 2019 by Andromeda Investissements SAS in accordance with the provisions of Articles 231-27 2° and 231-28 of the general regulations of the French Financial Markets Authority. |
| IMPORTANT NOTICE If, at the end of the Offer, securities not tendered by minority shareholders represent not more than 10% of the Shares and voting rights of APRIL, the Offeror intends to ask the French Financial Markets Authority for implementation, as soon as the Offer closes or within a period of three months following the closing of the Offer, of a squeeze-out procedure in accordance with the conditions of article L.433-4, II-2 of the French monetary and financial code and of Articles 237-1 and following the general regulation of the French Financial Markets Authority in order for all the APRIL SA shares not tendered to the Offer (with the exception of the treasury shares held by APRIL SA and the free shares that are subject to a liquidity mechanism) to be transferred to Andromeda Investissements SAS, in return for compensation in cash of 21,60 euros per APRIL SA share, equal to the Offer price per share, net of all costs. |
In accordance with the provisions of Article L. 621-8 of the French monetary and financial code and Article 231-23 of the general regulation of the French Markets Authority, the French Markets Authority has, pursuant to its compliance decision relating to this simplified public cash offer dated 9 July 2019, affixed visa no.19-333 on the offer document prepared by Andromeda Investissements SAS.
In accordance with article 231-28 of the general regulation of the French Financial Markets Authority, a document providing information related to the legal, financial and accounting characteristics of Andromeda Investissements SAS has been filed with the French Market authority on July 9, 2019 complementing the offer document established by Andromeda Investissements SAS.
Prior to the opening of the Offer, the French Markets Authority and Euronext will publish respectively a notice of opening and calendar of the simplified public cash offer, and a notice related to the calendar and the modalities of the simplified public cash offer.
The offer document prepared by Andromeda Investissements SAS and information relating to the legal, financial, accounting and the document providing information related to the legal, financial and accounting characteristics of Andromeda Investissements SAS are available on the websites of the AMF (http://groupe.april.fr) and APRIL (www.amf-france.org). These documents can be obtained free of charge from the registered office of Andromeda Investissements SAS (4 rue de Marivaux - 75002 Paris) and from :
| Deutsche Bank 23-25 avenue Franklin Roosevelt 75008 Paris | Lazard Frères Banque 121 Boulevard Haussmann 75008 Paris | Natixis 30 avenue Pierre Mendès-France 75013 Paris |
For more information, a European toll-free number is at the disposal of APRIL’s shareholders (open from Monday to Friday from 9am to 5pm):
00 800 374 26 162
This communication is made for information purposes only. It does not constitute any form or part of an offer and shall not be considered as constituting any solicitation of any offer to buy or subscribe for any securities. This communication is not meant to be published in any country except for France and the USA. The publication of this communication, as well as the Offer and the acceptation of the Offer, might be subject to a specific regulation in certain countries. As a consequence, persons reading this communication are required to inform themselves about potential applicable local restrictions, and to comply with such restrictions. Andromeda Investissements SAS accepts no responsibility regarding any breach of such restrictions by anyone.
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