(Boursier.com) — Osmozis specialist in the digital transformation of campsites and holiday residences in Europe, announces, as part of the exclusive negotiations with the Passman Group described in the press release dated May 16, the completion of the transfer to the Passman Group of several blocks of shares of Osmozis by Messrs. Gérard Tremblay and Yves Boulot and certain other shareholders of the company, representing in total, with the shares acquired by the Initiator under agreements concluded on May 16 with several institutional shareholders of the company, approximately 84, 70% of the company’s capital.
These Block Transfers took place respectively (i) with regard to the shares acquired from the Founders and the Other Individual Shareholders, by way of transfers and contributions in kind as part of the reinvestment of the latter in ultimate shareholder entities of the ‘Initiator, at a price of 13.50 euros per share, and (ii) in the case of shares acquired from LBO Asset Management GmbH, by way of transfer at a price of 15 euros per share. It is also recalled that, prior to the Block Transfers, the Founders and the Other Individual Shareholders exercised all of the BSPCEs they held in order to transfer them to the Passman Group.
In accordance with the applicable legislative and regulatory provisions, the Initiator will file with the Financial Markets Authority, in the coming days, a draft simplified public purchase offer relating to (i) all existing Osmozis shares not held by the Initiator, at a unit price of 15 euros, and (ii) all of the company’s shares likely to be issued, before the closing of the OPAS, in the event of exercise of the BSPCEs in circulation, at the exception of treasury shares. The price of the OPAS would value 100% of the capital and voting rights of Osmozis at 44.98 million euros.
Favorable opinion
After receipt of the independent expert’s report, the Board of Directors ofOsmozis met on June 6, 2024 and delivered a favorable reasoned opinion on the proposed simplified mandatory public purchase offer initiated by the Offeror targeting the shares of Osmozis for a price of 15 euros per share.
The reasoned opinion of the Board of Directors will be reproduced in full in the draft response note which will be filed in the coming days with the Financial Markets Authority.
In accordance with article 231-26 II of the AMF general regulations, the main elements of the company’s draft response note, as well as its terms of provision, will be the subject of a standardized press release from the share of the Company.
The draft OPAS as well as the draft information note and response note which will be filed jointly with the AMF remain subject to examination by the AMF which will assess their compliance with the applicable legislative and regulatory provisions.
If the regulatory conditions are met at the end of the OPAS, the Initiator intends to implement a squeeze-out procedure on the Osmozis shares in circulation following the OPAS under the same financial conditions as the OPAS, with a view to delisting the Company.
Evolution of Osmozis Governance
As part of the completion of the Block Transfers and after having issued a favorable opinion on the Offer, the Board of Directors of Osmozis, meeting on June 6, 2024,:
– took note of the resignation of:
* Mr. Gérard Tremblay from his functions as director and Chairman of the Board of Directors of Osmozis;
* Mr. Yves Boulot from his duties as director of Osmozis;
– co-opted, subject to their ratification by the next general meeting of Osmozis, Mr. Patrick Layani and Mr. Frédéric Levy as directors of Osmozis;
– appointed, subject to its ratification by the next general meeting of Osmozis, Mr. Patrick Layani as Chairman of the Board of Directors of Osmozis;
– decided to confirm Mr. Gérard Tremblay and Mr. Yves Boulot respectively in their positions as Managing Director and Deputy Managing Director of the company until September 30, 2024.