Draft public buyout offer by L&M Infra, majority shareholder of MND with 97.81% of the capital and theoretical voting rights
Offer Price: €0.90 per MND share with a premium of 16.6% compared to the last closing price of the MND share
Implementation of a compulsory withdrawal of MND shares following the Offer
Resumption of trading of MND shares on Euronext Growth
©
from May 7, 2024
The Board of Directors of
MND (Euronext Growth – FR00140050Q2 – ALMND)
was informed of the filing with the Financial Markets Authority (the “
AMF
“) by
L&M Infra
[1]
(L'”
Initiator
), majority shareholder with 97.81% of the capital and theoretical voting rights, of a proposed public buyout offer (
L’
“
Offer
“) of MND shares, admitted to trading on Euronext Growth
®
in Paris, at a price of €0.90 per share.
The Offer targets all MND shares not held by the Offeror
[2]
after deduction of 5,280 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 Offer is part of an operation to simplify MND’s capital structure through the acquisition of the balance of capital not currently held by the Offeror, and is more broadly in line with MND’s strategy. which does not require continued listing on the Euronext Growth market
®
in Paris, particularly in the context of very low liquidity of the stock. The Offer also aims to reduce the costs incurred by the listing and to simplify the operational functioning of MND. As a reminder, MND has been financing its development for several years without resorting to capital markets and its financial needs have already been covered for the next twelve months.
The Offeror therefore 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 (€0.772 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).
The Board of Directors of MND has issued an initial favorable opinion on the principle of the Offer without prejudice to its reasoned opinion which will be issued after receipt of the fairness certificate from the independent expert on the financial conditions of the Offer and the opinion of staff representative bodies. In accordance with the provisions of article L261-1 III of the AMF general regulations, the Board of Directors of MND has also set up an ad hoc committee composed of three members (including two independent directors ) responsible for recommending to the Board of Directors the appointment of the independent expert and supervising his work. The independent expert’s report will be reproduced in full in MND’s response note.
The duration of the Offer will be 10 trading days and is expected to take place before the end of 1
er
half-year 2024. Prior to the opening of the Offer, the AMF will publish a notice of opening and timetable, and Euronext Paris will publish a notice announcing the terms and opening of the public buyout 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 have not 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.
This Offer would not be subject to any financing conditions, L&M Infra having the necessary funds to finance the entire Offer in cash.
Trading of MND shares, suspended since Friday May 3, 2024, will resume from the trading session of Tuesday May 7, 2024.
The draft information note prepared by the company L&M Infra and filed today with the AMF is available on the Investors area of the MND website, www.mnd-bourse.com.
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 derived 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]
in accordance with the provisions of article 236-3 of the AMF general regulations
[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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