Friendly tender offer by Grenadier Holdings Ltd., majority shareholder of Paragon ID with 80.25% of the capital and 86.93% of the theoretical voting rights
Favorable reception of the Paragon ID Board of Directors on the principle of the Offer
Price of €38.01 per share
Subject to legal and regulatory conditions being met, Grenadier Holdings Ltd. will implement a squeeze-out in order to acquire the shares that have not been acquired under the Offer
Grenadier Holdings Ltd., majority shareholder of
(the society “)
(Euronext Paris – FR0013318813 – PID)
up to 80.25% of the capital and 86.93% of the theoretical voting rights, which has accompanied the Company since its entry into the capital in May 2017
announces its intention to file a draft simplified tender offer in cash (“the Offer”) at a price of €38.01 per share.
This Offer would be in perfect continuity with the strategy deployed by the Company and its commitments to its customers and partners and would simplify governance, facilitate compliance of the Company’s operations with the norms and standards of Grenadier Holdings ltd. while building support for its strategy.
The Offer price corresponds to the net assets per share as shown in the Company’s financial statements as of June 30, 2022 and represents a premium of +25.1% compared to the volume-weighted average share price. of the last 60 trading days. This price represents a premium of +35.8% compared to the closing price of the session preceding the announcement of the Offer (on June 16, 2023).
This Offer would not be subject to any financing condition, Grenadier Holdings Ltd. having the necessary funds to finance the entire Offer in cash.
The Paragon ID Board of Directors has acknowledged the friendly nature of this Offer. The Board of Directors unanimously welcomed this draft Offer in principle, without prejudice to the reasoned opinion of the Board of Directors on the Offer which will be issued after receipt of the expert’s opinion. independent.
During its meeting of May 19, 2023, the Paragon ID Board of Directors set up an ad hoc committee composed of Lis Iceton (Chair of the ad hoc committee and independent director),
Alyna Wnukowsky (independent director) and Dominique Durant des Aulnois (director). This ad hoc committee will be responsible in particular for monitoring the mission of the independent expert (appointed as indicated below), issuing a recommendation to the Board of Directors and preparing a draft reasoned opinion. concerning the interest of the Offer for the Company, its shareholders and its employees.
On the proposal of the ad hoc committee, the Board of Directors of the Company has appointed the firm Finexsi represented by Mr. Olivier Peronnet
as an independent expert responsible for preparing a report on the financial conditions of the Offer, in accordance with the provisions of article 261-1 I 1° and II of the General Regulations of the Autorité des marchés financiers (AMF).
The Company’s Board of Directors will meet again to issue a reasoned opinion on the Offer, after having reviewed the independent expert’s report and the opinion of the social and economic committee. The report of the independent expert and the reasoned opinion of the Board of Directors will appear in the draft response document which will be drawn up by the Company and submitted to the AMF for approval.
Other elements and envisaged schedule of the Offer
Completion of the Offer is not subject to any regulatory authorization other than that of the AMF.
It is specified that Grenadier Holdings Ltd. also intends to implement a squeeze-out procedure for all Paragon ID shares that it does not hold in the event that it holds at least 90% of the capital and voting rights of the Company after the Offer. The squeeze-out would be subject to compensation equal to the Offer price, ie €38.01 per share in cash.
The filing of the Offer with the Autorité des marchés financiers should be completed during the month of July 2023.
At the Company’s request, the listing of the Company’s shares has been suspended today and will resume on June 20, 2023. The liquidity contract with Portzamparc has been suspended until further notice.
About Paragon ID
Paragon ID is a champion of identification solutions dedicated to the e-ID, Transport & Smart Cities, Traceability & Brand Protection, and Payment markets. Paragon ID employs nearly 650 people and has production sites located in the United States and Europe, close to its customers.
Listed on Euronext Paris (Euronext Paris – Label: Paragon ID – ISIN code: FR0013318813 – Mnemonic code: PID), Paragon ID’s reference shareholder is Grenadier Holdings Ltd., parent company of Paragon Group, a leading supplier in the fields of communication. commercial, identification solutions and graphic services. Paragon Group achieved a turnover of €1.5 billion in 2021 and employs more than 9,000 people. Paragon Group combines its many years of experience with the latest innovations in technology and smart data to enable fast and relevant interactions between organizations and their customers. More information: Paragon-europe.com.
More information on Paragon-id.com.
Such. : +33 (0)2 48 81 61 00
NEWS finance & communication
Such. : +33 (0)1 53 67 36 92
NEWS finance & communication
Such. : +33 (0)1 53 67 36 34
Entry into the capital following the merger between ASK and the activities of the Identification Division of Paragon Group (subsidiary of Grenadier Holdings Plc.), which gave birth to Paragon ID.
Contact Cabinet Finexsi: Mr. Olivier Peronnet, 14 rue de Bassano, 75116 Paris – Tel. : 01.43.18.42.42 – e-mail: [email protected]
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