OSMOZIS: Osmozis announces the signing of agreements relating to the acquisition of a majority block of Osmozis shares by the Passman Group following the favorable opinion of the Osmozis social and economic committee – 05/28/2024 at 7:00 p.m. 00

Press release

Clapiers, May 28, 2024

Osmozis announces the signing of agreements relating to the acquisition of a majority block of Osmozis shares by the Passman Group following the favorable opinion of the Osmozis social and economic committee concerning the proposed simplified public purchase offer

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 signing, today, of the agreements relating to the acquisition by the Passman Group of several blocks of shares

[1]

of Osmozis (the “

Block Transfers

“) to Messrs. Gérard Tremblay and Yves Boulot (hereinafter the ”

Founders

“), Messrs Rhodri John and Benjamin Griffiths (the ”

Other Individual Shareholders

“), and LBO Asset Management GmbH, representing in total with the shares

[2]

which will be acquired by the Initiator under agreements concluded on May 16 with several institutional shareholders

[3]

of the Company, approximately 88.56% of the capital of Osmozis. Indeed, the Company’s social and economic committee meeting on May 24, 2024 unanimously issued a positive opinion on the proposed merger with the Passman Group.

The completion of the Block Transfer will take place on June 6, 2024, subject to the lifting of the usual suspensive conditions.

These Block Transfers would take 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 Initiator, at a price of 13.50 euros per share (the ”

Block n°1

“), and (ii) with regard to shares acquired from LBO Asset Management GmbH, by way of transfer at a price of 15.00 euros per share (the ”

Block n°2

» and, together with Block No. 1, the “

Blocks

“).

It is also recalled that, prior to the Block Transfers, the Founders and the Other Individual Shareholders have undertaken to exercise all of the BSPCEs which they hold.

Upon completion and subject to the effective completion of the Block Transfers, the Initiator will file with the Financial Markets Authority (the “Authority of Financial Markets”).

AMF

“), in June 2024, 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

[4]

, 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

[5]

.

In this context, Osmozis concluded today with the Offeror a Tender Offer Agreement governing the respective commitments of Osmozis and the Offeror within the framework of the OPAS.

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.

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.

Osmozis will keep the market informed of any significant developments in the operations mentioned above.

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.

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.

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]

531,498 Osmozis shares representing together 18.34% of the Company’s share capital to date.

[3]

Eiffel Investment Group, Vatel Capital, Axxion and Montblanc Alpenstock.

[4]

It being specified that the Company’s employees will be asked to exercise all of their BSPCE within the framework of the OPAS.

[5]

Based on 2,897,558 existing shares, including treasury shares, and 101,000 BSPCEs requested to be exercised by the Company’s employees.

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