PRESS RELEASE DATED JUNE 22, 2022
ON THE AVAILABILITY OF THE OFFER DOCUMENT AND INFORMATION RELATING TO THE LEGAL, FINANCIAL AND ACCOUNTING CHARACTERISTICS OF KYOTO BIDCO
IN CONNECTION WITH THE TENDER OFFER FOR THE SHARES AND WARRANTS OF ALBIOMA
INITIATED BY
KYOTO BIDCO
PRESENTED BY SOCIETE GENERALE
FINANCIAL ADVISOR
PRICE OF THE OFFER:
€50 per Albioma share (2021 dividend coupon detached)
€29,10 per Albioma redeemable share subscription and/or acquisition warrants
DURATION OF THE OFFER:
25 trading days
The timetable of the tender offer (the “Offer”) will be set out by the Autorité des marchés financiers (the “AMF”) in accordance with provisions of its general regulation.
| IMPORTANT NOTICE In accordance with Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 and seq. of the AMF’s general regulation, Kyoto BidCo intends to file a request with the AMF to carry out, within ten (10) trading days from the publication of the notice of result of the Offer, or, as the case may be, in the event of a reopening of the Offer, within three (3) months from the closing of the reopened Offer, a squeeze-out procedure for Albioma shares for a unitary indemnity equal to the price of the Offer, if the number of Albioma shares not tendered in the Offer by the minority shareholders of Albioma (other than the treasury shares and the unavailable performance shares that would be subject to the liquidity mechanism) does not represent, at the end of the Offer, more than 10% of the capital and voting rights of Albioma. Kyoto BidCo also intends to file a request with the AMF to carry out, within ten (10) trading days from the publication of the notice of result of the Offer, or, as the case may be, in the event of a reopening of the Offer, within three (3) months from the closing of the reopened Offer, a squeeze-out procedure for the Albioma warrants for a unitary indemnity equal to the price of the Offer, if the number of the Albioma shares likely to be created through exercise of the Albioma warrants not presented to the Offer, once added to the existing shares of Albioma not tendered in the Offer by the minority shareholders of Albioma (other than the treasury shares and the unavailable performance shares that would be subject to the liquidity mechanism) does not represent more than 10% of the sum of the capital Securities existing and likely to be created of Albioma. The Offer is not being and will not be launched in any jurisdiction where it would not be permitted under applicable law. The acceptance of the Offer by persons residing in countries other than France and the United States of America may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before accepting the Offer, they are responsible for determining whether such laws exist and are applicable, by relying on their own consultants. In the U.S., to the extent applicable, the Offer will be made in compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), laws and regulations promulgated thereunder, including Regulation 14(e) after applying the exemptions provided by Rule 14d-1(d) under the Exchange Act (“Tier II” exemption in respect of Securities of foreign private issuers). For further information see the section 2.16 “Offer restrictions abroad” of the offer document. |
This press release was prepared and made available to the public by Kyoto BidCo (the “Offeror”) in accordance with the provisions of Articles 231-27 2° and 231-28 of the AMF’s general regulation.
Pursuant to Article L. 621-8 of the French Monetary and Financial Code and Article 231-23 of the AMF’s general regulation, the AMF has, in accordance with its clearance decision dated June 21, 2022, affixed the visa n°22-230 on the offer document prepared by the Offeror in the context of the Offer.
In accordance with article 231-28 of the AMF’s general regulation, the information relating to the legal, financial and accounting characteristics of the Offeror was filed with the AMF on June 21, 2022, and made available to the public this day.
This information and the offer document approved by the AMF are available on the Albioma website (www.albioma.com) and from the AMF (www.amf-france.org) and can be obtained free of charge from:
| KYOTO BIDCO SAS 27 avenue de l'Opéra 75001 Paris | Société Générale GLBA/IBD/ECM/SEG 75886 Paris Cedex 18 |
Prior to the opening of the Offer, the AMF will publish a notice of opening, and Euronext Paris will publish a notice announcing the terms and opening of the Offer.
IMPORTANT NOTICE
This press release has been prepared for information purposes only. It does not constitute an offer to the public. The distribution of this press release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not directed at persons subject to such restrictions, either directly or indirectly, and may not be accepted from any jurisdiction where the Offer would be subject to such restrictions. This press release is not intended for distribution in such countries. Accordingly, persons in possession of this press release are responsible for informing themselves about and complying with any local restrictions that may apply.
Kyoto BidCo declines any liability for any violation by any person of such restrictions.
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