Offer open from June 17 to 28, 2024
MND (Euronext Growth – FR00140050Q2 – ALMND)
(there ”
Company
“), a French industrial group specializing in cable mobility, snowmaking systems, mountain safety and thrilling leisure infrastructures, announce the opening today of the public withdrawal offer (
L’
“
Offer
“) of MND actions initiated by
L&M Infra
[1]
(L'”
Initiator
), majority shareholder with 97.81% of the capital and theoretical voting rights, at a price of €0.90 per share.
This Offer was declared compliant by the Financial Markets Authority (AMF) on June 13, 2024
[2]
. It is open from today for a period of 10 trading days, i.e. until June 28, 2024 inclusive. The results of the Offer will be made public on 1
er
July 2024, after publication by the AMF of the notice of results.
The Offer targets all MND shares not held by the Offeror, less 5,280 shares
treasury shares, i.e. a maximum total number of 1,543,908 MND shares, representing 2.18% of the capital and theoretical voting rights
[3]
.
The Offeror offers MND shareholders who tender their shares to the Offer the possibility of obtaining immediate liquidity on their entire participation, at the price of €0.90 per share, resulting in a premium of 16.6% compared to the last closing price preceding the announcement of the Offer (€0.77 as of May 2, 2024) and 15.0% compared to the average price weighted by volumes for the 60 trading days preceding May 2, 2024 (€0.78).
Based on the recommendations of the ad hoc Committee set up by the Board of Directors of MND on March 28, 2024 and the work of the BM&A firm, appointed as an independent expert on April 3, 2024, which concluded that the ‘Offer from a financial point of view for the minority shareholders of MND, the Board of Directors of MND, at its meeting on May 29, 2024, declared the Offer and its consequences consistent with the interests of the Company, its shareholders and of its employees and recommended that the Company’s shareholders tender their shares to the Offer.
The Offer will be followed by a compulsory withdrawal procedure for MND shares from the Euronext Growth market.
®
in Paris, the conditions already being met. As part of the squeeze-out, the MND shares which would not have been tendered to the public withdrawal offer will be transferred to the Offeror in return for cash compensation equal to the price of the Offer, i.e. 0.90 € per share.
The information note, having received visa n°24-221 from the AMF on June 13, 2024, and the document including information relating to the legal, financial and accounting characteristics of L&M Infra are available on the MND website , the AMF website and from Société Générale, GLBA/IBD/ECM/SEG, 75886 Paris Cedex 18.
The response note from MND, having received visa n°24-222 from the AMF on June 13, 2024, and the document including information relating to the legal, financial and accounting characteristics of MND are available on the MND website and the AMF website.
The “other information” documents relating to the characteristics, in particular legal, financial and accounting, of L&M Infra and MND were filed with the AMF and made available to the public on June 14, 2024, in accordance with article 231- 28 and according to the terms mentioned in 2° or 3° of article 231-27 of the AMF General Regulations.
About MND
MND is a French industrial group specializing in cable mobility, snowmaking systems, mountain safety and thrilling leisure infrastructures. With more than 3,000 customers in 49 countries, MND contributes on a daily basis in its 4 core businesses to the mobility, leisure and safety of all by offering proven and sustainable solutions resulting from its experience in the mountains. Based in Savoie, MND has nearly 300 employees and relies on 12 international locations as well as 28 distributors to develop its activities around the world. MND is listed on the Euronext Growth market in Paris (FR00140050Q2 – ALMND).
Contacts
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[1]
Leisure & Mobility Infrastructures (L&M Infra) is a joint company formed in 2023 bringing together Cheyne and Xavier Gallot-Lavallée.
[2]
as published by the AMF in its D&I compliance decision 224C00890 of June 13, 2024.
[3]
on the basis of a total number of 70,840,049 shares representing 70,841,100 theoretical voting rights of the Company in application of article 223-11 of the AMF general regulations.
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