Albioma : Reopening of the friendly Tender Offer for Albioma shares

PRESS RELEASE

Paris La Défense, 4 August 2022

Reopening of the friendly Tender Offer for Albioma shares

• KKR will hold 83.44% of Albioma’s capital following the completion of the first offer period
• The Offer will be reopened from 8 August to 9 September on the same terms, namely a price of 50 euros per share and 29.10 shares per Albioma BSAAR, in order to allow shareholders who have not yet tendered their securities to do so.

Results of the Offer closed on 27 July

Albioma and KKR announced on 1 August 2022 the provisional results of the friendly tender offer for all Albioma securities (“the Offer”) published by the Autorité des marchés financiers (“AMF”), after the completion of the first period of the Offer on 27 July 2022.

Following the completion of the first offer period, 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 outstanding BSAARs¹.

The settlement-delivery of the first offer period will take place on 11 August 2022.

Reopening of the Offer

In compliance with the AMF’s general regulations, the Tender Offer will be reopened from 8 August to 9 September on the same terms as the first offer period, namely a price of 50 euros per Albioma share and 29.10 euros per BSAAR. This price reflects in particular:

• a premium of 51.6% compared to the last undisturbed closing price of Albioma shares on 7 March 2022, before market rumours;
• a premium of 46.6% compared to the volume-weighted three-month average share price.

Shareholders and Albioma BSAAR bearers who would like to tender their securities to the reopened Offer must choose to transfer their shares and/or BSAAR:

• Either on the market, in which case related transaction costs (including brokerage fees and VAT) will remain their responsibility, and the settlement-delivery will be made progressively as the orders are executed, two (2) trading days after each execution;
• Or via the centralised procedure overseen by Euronext Paris, in which case the transaction fees (brokerage fees and applicable VAT) incurred by shareholders and bearers of BSAARs will be covered by the offeror to a maximum of 0.2% (excluding tax) of the order value, within the further limit of 75 euros per application (inclusive of all taxes). The settlement-delivery will then take place following completion of the centralised procedure.

If KKR comes to hold at least 90% of Albioma’s share capital and voting rights at the completion of the Offer, it intends to request the implementation of a mandatory squeeze-out procedure.

A toll-free number has also been put in place to answer any questions that individual Albioma shareholders may have about the Offer during the opening period: 0805 08 15 87 (when dialling from within France).

D.F. King Ltd is acting as information agent for individual Albioma shareholders (contact: Mr. David Chase Lopes, Managing Director, EMEA).

The Offer Document, the Response Document and the results of the Offer, published on 1 August 2022, by the AMF are available on the websites of Albioma (www.albioma.com) and of the AMF (https://www.amf-france.org/en).

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 offer and its acceptance can be the subject of specific regulations or restrictions in some countries. The offer 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 offer 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. 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 following 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 benefits or effect the changes in the commercial strategies of KKR or of the acquired company, including the capacity to execute 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 such 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, unless demanded by law or regulations in force. Past performance does not anticipate future results. This press release does not constitute an offer of sales nor the invitation of an offer to purchase 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. 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).

Attachment

• Reopening of the friendly Tender Offer for Albioma shares