Adomos announces the entry into exclusive negotiations over a maximum period of 12 months with Europlasma, a company listed on Euronext Growth (FR001400CF13 ALEUP), shareholder controlling 99% of the company Les Forges de Tarbes, specialized in the marketing of large caliber hollow bodies intended for the defense industry, which provides, under various suspensive conditions, for the contribution by Eurosplasma to Adomos of 49% of the shares making up the share capital of the company Les Forges de Tarbes. This contribution would be remunerated by issuing new Adomos shares allowing Europlasma to take control.
Real estate, a disaster sector
Since the beginning of 2023, Adomos’ main activity, the sale of investment real estate under the Pinel law, has suffered a significant decline due to the increase in credit rates and financing limited to large investor profiles who are not not the usual Adomos customers.
Furthermore, the technological developments in progress allowing access through a prescription channel with insurers, accountants, etc., to a target of fundable investors, have been stopped due to lack of financing. Indeed, due to the poor stock market performance of the Adomos share which no longer makes it possible to fulfill the initial contractual conditions for drawing the OCABSA and OCEANE lines, the Company was forced to begin renegotiations with investors to allow new prints, renegotiations currently underway.
In these circumstances, it is expected that the defense activities of the company Les Forges de Tarbes will completely replace the current activities of Adomos.
Acquired in 2021 by Europlasma, the company Forges de Tarbes, which employs 27 people, achieved a turnover of €4,101 thousand as of 12/31/2022 for a net result of €(1,526) thousand.
In the first half of 2023, Forges de Tarbes received two orders, including a historic one, for the supply of nearly 66,000 parts and two approvals from the Ministry of the Armed Forces to export large caliber hollow bodies produced in Tarbes.
In mid-July 2023, Les Forges de Tarbes entered into a cooperation agreement with a Ukrainian state-owned company affiliated with the Ukrainian Defense Industry for the supply of parts used in the manufacture of 155mm shells. This latest agreement has received new approval from the Ministry of Defense to export to Ukraine and concerns the supply of 360,000 parts over 3 years.
Furthermore, as part of an export support system, the State granted Forges de Tarbes a repayable advance amounting to €7,143 thousand in order to contribute to the financing of investments planned on their production site until in 2025. Payments of funds made by Bpifrance Assurance Export will be spread over 3 years.
This financing is in addition to that of €15 million over 3 years put in place by Europlasma to accelerate the development of its subsidiary and in particular the production of hollow bodies in Tarbes.
The merger with Europlasma, towards the emergence of a listed group in the defense sector
The objective of the operation is to create a leading group listed on the stock exchange in the defense sector and with the necessary means for its development.
At the end of the operation, the Adomos entity controlled by Europlasma will change its name. Its listing on the stock exchange will be maintained and will allow the new defense activity to gain visibility on the defense market, with its customers and partners and to raise funds intended to finance other acquisition operations within this market.
This operation, if carried out, could give Europlasma a stake of up to 89.9% of the capital of Adomos and would lead to a change in governance of the Company which would be designated by Europlasma.
The completion of this operation, which could take place during the first half of 2024, is subject to the lifting of usual conditions precedent, the main ones of which are mentioned below:
(i) Obtaining all administrative authorizations that may be required or absence of opposition;
(ii) Obtaining an exemption granted by the AMF to the obligation to file a public purchase offer for Adomos securities due to crossing the threshold of 50% of its share capital , on the basis of the provisions of article 234-9, 3° of the AMF General Regulations (“
Merger or asset contribution operation subject to approval by the general meeting of shareholders
“);
(iii) Result of the accounting, financial, legal and tax audit of Adomos satisfactory to Europlasma;
(iv) Confirmation of the value of the contribution of Forges de Tarbes shares to Adomos by the Contribution Commissioner(s) who will be designated by the President of the Paris Commercial Court;
(v) Approval of the Transaction by the board of directors of Europlasma and the extraordinary general meeting of shareholders of Adomos;
(vi) Finalization and signature of the definitive agreement relating to the Operation;
(vii) Appointment of the new governance of Adomos;
(viii) Restructuring of Adomos’ debt to a level satisfactory for Europlasma;
(ix) Conversion and/or exchange into Adomos shares of all existing securities giving immediate or future access to Adomos capital.
Adomos is reasonably confident in the smooth progress of the negotiations with Europlasma while exploring, in the event of their failure, other possibilities for a turnaround.
ADOMOS (ALADO, ISIN code FR0013247244), is a major player in the Internet distribution of rental investment real estate for individuals. www.adomos.com/bourse
Company contact: [email protected]
Agency contact: [email protected]
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