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The Board of Directors of MND judges the draft Offer to be consistent with the interests
of the Company, its shareholders and its employees
and recommends bringing to the Offer
MND (Euronext Growth – FR00140050Q2 – ALMND)
(there ”
Company
“), a French industrial group specializing in cable mobility, snowmaking systems, mountain safety and thrilling leisure infrastructures, announces that it has filed on May 30, 2024 with the Financial Markets Authority (the “
AMF
“) the draft response note established by the Company as part of the proposed 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.
The BM&A firm, represented by Mr. Pierre BEAL, was appointed by the Board of Directors of the Company, as an independent expert, with the mission of preparing a report on the financial conditions of the Offer.
As part of his mission, the independent expert notably took into account the dispute between MND and Bartholet following the end of the industrial and commercial partnership contract between the two groups which began in 2018 and ended in December 2023. This dispute is currently the subject of an ordinary arbitration procedure before the International Chamber of Commerce (ICC). MND considers in particular that several contractual breaches have hampered the taking of orders for detachable devices and therefore caused a significant drop in activity in terms of cable transport projects. Thus, the Company and its advisors estimate to date a loss of opportunities for MND of around €40 million over the duration of the partnership’s notice period, procedural costs and additional costs linked to the end of current contracts which are difficult to estimate to date. For his part, Bartholet alleges several contractual breaches on the part of MND materializing in the context of the execution of the partnership.
In his conclusions, the independent expert estimated that “
the price of €0.90 per MND share proposed as part of the public withdrawal offer and in the event of the implementation of a compulsory withdrawal, is fair, from a financial point of view, for the shareholders of the Company.
» The independent expert’s report is reproduced in full in MND’s draft response note.
Subsequently, the Board of Directors of MND met on May 29, 2024 to examine the draft Offer and deliver its reasoned opinion on the interest of the Offer and its consequences for the Company. Thus, the Board of Directors, after having taken note of all the elements made available to it and, in particular, the objectives and intentions expressed by the Offeror, the valuation elements prepared by the bank presenting the Offer, the conclusions of the independent expert’s report and the conclusions of the work of the ad hoc Committee, considered, unanimously of its members, that the Offer was consistent with the interests of the Company, its shareholders and its employees and recommended that shareholders of the Company tender their shares to the Offer.
The duration of the Offer will be 10 trading days, the indicative timetable of which is presented in the draft response note. 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.
The draft response note established by the Company, filed on May 30, 2024 with the AMF, is available on the Investors area of the MND website, http://www.mnd-bourse.com.
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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). |
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Contact Press Relations – Alexandre Bérard +33 (0)6 45 42 95 46 – [email protected] Financial Press Relations – Serena Boni +33 (0)4 72 18 04 92 – [email protected] Investor Relations – Mathieu Omnes +33 (0)1 53 67 36 92 – [email protected] |
[1]
Leisure & Mobility Infrastructures (L&M Infra) is a joint company formed in 2023 bringing together Cheyne and Xavier Gallot-Lavallée.
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