BLUELINEA: Proposed simplified tender offer for Bluelinea shares at a price of EUR 1.15 per share – 07/22/2022 at 4:00 p.m.


Bluelinea (the “Company”), a major operator in the “Silver Economy” sector in France, announces that the concert composed of the companies Apicil Mutuelle and Apicil Prévoyance (the “Initiator”), informed the Company today of its intention to shortly file with the Autorité des Marchés Financiers (the “AMF”) a draft simplified tender offer for all Bluelinea shares (Euronext Growth, ISIN FR0011041011, ALBLU) and securities giving access to the capital or voting rights (the “Offer”).

The Offeror has indicated its intention to file the draft Offer in the coming weeks, in accordance with the provisions of Articles 233-1 2° and 234-2 of the AMF General Regulations.

Indeed, the concert composed of the companies Apicil Mutuelle and Apicil Prévoyance declared, on the occasion of the subscription to a capital increase of the company Bluelinea, to have exceeded, on July 15, 2022, the thresholds of 50% of the capital and voting rights of this company and now hold 6,956,051 shares representing 7,241,764 voting rights, i.e. 56.64% of the capital and 52.28% of the voting rights of this company [1] .

The price of €1.15 per share corresponds to the highest price paid by the Offeror over a period of twelve months preceding the crossing of the threshold on July 15, 2022. This price represents a premium of 2.2% compared to the price preceding the announcement of the results of the capital increase and the principle of an offer, on July 15, 2022.

The Offeror has also indicated its intention not to implement a squeeze-out at the end of the Offer, even if the legal and regulatory conditions are met.

The Offer will be financed by the Offeror’s existing cash and will not be subject to any regulatory approval or condition. Nevertheless, the draft Offer and the Offeror’s draft information memorandum will remain subject to review by the AMF, which will assess their compliance with applicable laws and regulations.

In order to reflect the evolution of the shareholding and to manage the achievement of profitability, Bluelinea’s Supervisory Board has decided to change its composition. The new Supervisory Board is now composed of 8 members, including 4 representatives of Groupe Apicil:

  • Thomas Perrin

    DGA Health & Welfare, Groupe Apicil, as Chairman

  • Florence Aurelly

    DGA Finance & Performance, Apicil Group

  • Alexandra Caringi

    Director of Social Action – Health & Welfare, Apicil Group

  • Bertrand Jounin

    Director of Investments, Apicil Group

  • Eric Bodilsen

    Industry, Services & Finance Director at Claranet

  • Yorick Cazal

    Shareholder and Director of Good Value for Money

  • Sandrine Degos

    President of Care Insight

  • Marc Westerman

    Shareholder and Director of Products and Services at Somfy

The immediate co-opting of 2 new members to the Supervisory Board (Ms Aurelly and Caringi) was made possible thanks to the departures of

Alexis Westerman

co-founder of Bluelinea and Chairman of the Supervisory Board since its creation, and

Jean Pierre Maureau

historic member of the Supervisory Board.

The Board has also set up specialized committees responding to the recommendations of the Afep-Medef code and confirmed the Management Board, made up of

Laurent Levasseur

President, and

David Guyard

in its composition and its prerogatives after the departure of

Adrian Westerman

.

Laurent Levasseur, Co-founder and Chairman of the Management Board, declares: “

Above all, I would like to thank Alexis for these 16 years of joint work during which he has been a guide and unwavering support. I welcome the arrival of the new members of the Supervisory Board who testify to the Apicil Group’s commitment as a new reference shareholder with whom I will be pleased to write the next pages of this great human adventure.

»

Having learned of the Offeror’s intentions, and pursuant to the provisions of Article 261-1 I 1° and II of the AMF General Regulations, the Company’s Supervisory Board will meet as soon as possible to appoint , subject to the AMF’s right of opposition, an independent expert responsible for preparing a report on the financial conditions of the Offer.

In accordance with applicable stock market regulations, the independent expert will submit his final report at the end of a minimum period of twenty trading days from his appointment. In view of the conclusions of the independent expert’s report, the Company’s Supervisory Board will meet to decide on the interest of the Offer and its consequences for the Company, its shareholders and its employees. . The reasoned opinion of the Supervisory Board will be mentioned in the Company’s draft response document, which will be filed at the end of a minimum period of fifteen trading days following the filing of the draft offer document.

At the request of the Company, the listing of its share, which was suspended on July 18, 2022, should resume on July 25, 2022.

The Offeror and the Company will inform the shareholders of the main developments relating to the Offer.

Next meeting: 2022 half-year revenue, Wednesday July 27, 2022 (before market opening)

About Bluelinea:

“Caring for loved ones, whether they are elderly or disabled, at home or in an establishment”

is the main mission of Bluelinea, the first SilverTech listed on Euronext Growth.

The activity

“Seniors & Home”

accompanies, day and night, families and their elders thanks to the deployment of solutions and services

“HELP”

. At the same time, the activity

“Connected Establishments”

protects residents while assisting caregivers and staff in shared flats between seniors, serviced residences, nursing homes, specialized disability centers or more broadly in healthcare establishments thanks to the unique modular solution

« SERENEA

®

»

.

With this complementary expertise in solutions and services dedicated to

“aging well” course, Bluelinea

positions itself as a key player with families, with kindness and responsibility.

Investor contacts:

Press contacts:


Florence Blais


Accounting Director

[email protected]

+33.1.76.21.70.60

Jerome Fabreguettes-Leib


Investor Relations

[email protected]

+33.1.53.67.36.78


Laurent Levasseur


Chairman of the Board

[email protected]

+33.1.76.21.70.60

Fatou-Kine N’Diaye


Press relations

[email protected]

+33.1.53.67.36.34

Warning :

This press release does not constitute an offer to acquire securities. The Offer will only be made pursuant to the Offer Documentation which will contain the full terms and conditions of the Offer. The Offer documentation will be subject to review by the AMF and the Offer will only be opened after obtaining the AMF’s compliance decision. Any decision relating to the Offer must be based exclusively on the information contained in the Offer documentation.

This news release has been prepared for informational purposes only. This press release does not constitute a prospectus within the meaning of Regulation 2017/1129 of the European Parliament and of the Council of June 14, 2017, concerning the prospectus to be published in the event of a public offer of securities or with a view to the admission of securities trading on a regulated market, and repealing Prospectus Directive 2003/71/EC. The distribution of this press release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. Accordingly, persons in possession of this press release are required to inform themselves about and to comply with any applicable local restrictions. The Offeror and the Company accept no liability for any violation of these restrictions by anyone.

Pursuant to Commission Implementing Regulation (EU) 2016/1055 of June 29, 2016 establishing implementing technical standards relating to the technical procedures for the publication and reporting of inside information in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council, this press release is likely to contain inside information and was sent to Bluelinea’s authorized distributor on July 22, 2022.


[1] On the basis of capital made up of 12,280,260 shares representing 13,851,817 exercisable voting rights, pursuant to

2

th

paragraph of article 223-11 of the general regulations


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