Press release
Clapiers, June 6, 2024
Osmozis announces the completion of the acquisition of a majority block of Osmozis shares by the Passman Group and the favorable reasoned opinion of the Board of Directors on the proposed simplified public purchase offer
Reorganization of Osmozis governance following the takeover of Osmozis by the Passman Group
Osmozis, specialist in the digital transformation of campsites and holiday residences in Europe (hereinafter “
Osmozis
» or the “
Company
“), announces, as part of exclusive negotiations with the Passman Group (the ”
Initiator
” where the ”
Passman Group
“) described in the press release dated May 16, 2024, the completion, today, of the transfer to the Passman Group of several blocks of shares
[1]
of Osmozis by Messrs. Gérard Tremblay and Yves Boulot (hereinafter the “
Founders
“) and certain other shareholders of the Company
[2]
representing in total, with the shares
[3]
acquired by the Offeror under agreements concluded on May 16, 2024 with several institutional shareholders
[4]
of the Company (the “
Block Transfers
“) 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 (the “
Contributions in Kind
“) as part of the reinvestment of the latter in ultimate shareholder entities of the Offeror, at a price of 13.50 euros per share, and (ii) with regard to the shares acquired from LBO Asset Management GmbH, by way of transfer at a price of 15.00 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 Offeror will file with the Financial Markets Authority (the “French Financial Markets Authority”).
AMF
“), in the coming days, a draft simplified public purchase offer (the ”
OPAS
“) relating to (i) all existing Osmozis shares not held by the Offeror, at a unit price of 15.00 euros, and (ii) all shares of the Company likely to be issued, before the closure of the OPAS, in the event of exercise of the BSPCEs in circulation
[5]
, with 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
[6]
.
Reasoned opinion of the Board of Directors on the Offer
As a reminder, in accordance with the provisions of article 261-1-I, 1°, 2° and 4° and II of the AMF General Regulations, the Board of Directors of the Company, on the recommendation of the committee
ad hoc
proceeded, on April 12, 2024, to the appointment of the firm Crowe HAF (represented by Mr. Olivier Grivillers, 85 rue Edouard Vaillant, 92300 Levallois-Perret, + 33 (0)1 41 05 98 48 – olivier.grivillers@crowe- haf.fr), as an independent expert, in order to establish a report on the financial conditions of the public offer and the possible subsequent squeeze-out, under the conditions referred to in article 262-1 of the General Regulations of the AMF, by AMF Instruction No. 2006-08 and AMF Recommendation No. 2006-15.
The committee
ad hoc
composed mainly of independent members of the Board of Directors and responsible for supervising the mission of the independent expert, met several times with the independent expert.
After receipt of the independent expert’s report, the Board of Directors of Osmozis met on June 6, 2024 and delivered a favorable reasoned opinion on the draft simplified mandatory public purchase offer initiated by the Initiator targeting the shares of Osmozis for a price of 15 euros per Osmozis share (the “
Offer
“).
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 (the “
AMF
“).
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 satisfied 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.
ABOUT OSMOZIS
Specialist in the digital transformation of campsites and holiday residences in Europe, OSMOZIS now offers its customers complete solutions for the optimization and dematerialized management of their holiday centers. In 18 years, the Group has built and acquired an installed base, and has nearly 37,000 WiFi/LoRaWan equipment on more than 2,600 sites in Europe.
The OSMOZIS offer consists of a complete portfolio of services intended for holiday centers (high-speed Internet access for holidaymakers and professional connected services intended to support operators in their daily management). It is built on the basis of innovative technologies in the Internet of Things incorporating architectural technologies patented in Europe. The Group achieved a consolidated turnover of €12.7 million for the financial year ending August 31, 2023.
EuroLand Corporate acted as Advisor to the Osmozis Company and its Founders in the context of this Operation.
INVESTOR CONTACT NEWS finance & communication |
PRESS CONTACTS The Media Web David PILO & Sylwia RUS Professional Press Relations Such. : 04 66 72 68 55 / 06 20 67 70 37 [email protected] / [email protected] NEWS finance & communication |
Warning
This press release does not constitute an offer to acquire securities. The public offer will only be made in accordance with the offering documentation which will contain the full terms and conditions of the public offer. The offering documentation will be subject to review by the AMF and the public offer will only be opened after obtaining the AMF’s compliance decision. Any decision relating to the public offer must be based exclusively on the information contained in the offer documentation. This press release has been prepared for informational purposes only. The distribution of this press release, the public offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The public offer is not intended for persons subject to such restrictions. Consequently, persons in possession of this press release are required to inquire about any local restrictions that may apply and to comply with them. Osmozis assumes no responsibility for any violation of these restrictions by anyone.
[1]
1,984,914 Osmozis shares representing together 68.50% of the Company’s share capital to date.
[2]
Namely Messrs. Rhodri John, Benjamin Griffiths, Rémi Soulage, Sébastien Deschamps and Pierre-Benoît Labbé (the “
Other Individual Shareholders
“) and LBO Asset Management GmbH.
[3]
531,498 Osmozis shares representing together 18.34% of the Company’s share capital to date.
[4]
Eiffel Investment Group, Vatel Capital, Axxion and Montblanc Alpenstock.
[5]
It being specified that the Company’s employees will be asked to exercise all of their BSPCE within the framework of the OPAS.
[6]
Based on 2,971,058 existing shares, including treasury shares, and 27,500 BSPCEs requested to be exercised by the Company’s employees.
This publication has the “🔒 Actusnews SECURITY MASTER” service.
– SECURITY MASTER Key:
yG5ulshqlG3GxpqeZMeZa2lnZm2XlJPIbZealWGaZ5+Yb5tmx2xhapaeZnFnlmxn
– To control this key:
https://www.security-master-key.com.
Regulated information:
Inside information:
– Other press releases
Full and original press release in PDF format:
https://www.actusnews.com/news/86171-osmozis-cp-realisation-transfert-de-blocs.pdf
© Copyright Actusnews Wire
Receive future company press releases free of charge by email by subscribing to www.actusnews.com