Parot Group: Entry into exclusive negotiations with a view to the acquisition by NDK of a majority stake

(Boursier.com) — The Parot Family, together the “Majority Shareholders”, and NDK, holding company of the Tressol-Chabrier Group, announce that they are entering into exclusive negotiations with a view to the acquisition by NDK of a majority stake representing together a total of 4,984,436 registered shares, to which 4,984,436 votes will be attached at the end of the transfer, out of the 6,417,379 shares making up the capital of the Company to which 5,780,593 votes will be attached at the end of the transfer, i.e. 77 .67% of the capital of the company Groupe Parot whose shares are admitted to trading on the Euronext Growth market in Paris.

The transfer of the Control Block would be carried out at a price per Groupe Parot share of 8.83 euros. In the event of the acquisition of the Control Block being completed, NDK will file a draft mandatory simplified public purchase offer (the “OPAS”) on the balance of the Parot Group shares, not including the treasury shares held by the Parot Group, at a price of 8.83 euros per share.
NDK intends, in the event of reaching the legal threshold at the end of the OPAS, to implement a compulsory withdrawal of Groupe Parot shares not contributed to the OPAS in accordance with the regulations in force.

The conclusion of the agreement to acquire the Control Block can only take place after consultation with the staff representative bodies of Groupe Parot and NDK. The completion of the acquisition of the Control Block will remain subject to obtaining prior authorization from the Competition Authority, the approval of the automobile manufacturers concerned, and the maintenance of their banking loans by the majority of establishments making up the pool of Parot Group lenders.

The acquisition of the Control Block and the deposit of the OPAS would probably take place at the end of the 1st quarter of 2024 for a deposit of the OPAS at the beginning of the 2nd quarter of 2024 and a settlement-delivery of the OPAS at the beginning of the 3rd quarter 2024. Groupe Parot and NDK will keep the market informed of any significant developments in the planned transaction.

This merger project marks a significant step in the development of the TressolChabrier Group. It is fully in line with its diversification strategy by adding the distribution of commercial vehicles to its historic activities as an auto and motorcycle distributor for 40 years, while expanding its geographic footprint. The ambition of the Tressol-Chabrier Group is to continue the growth of the historic activities of the Parot Group by combining the resources and skills of the two groups with a view to achieving operational synergies while ensuring the sustainability of the teams and its management.