(AOF) – The general shareholder, the company Pierre et Benoît Bonduelle SAS, which controls Bonduelle SCA, currently includes members of the 6th, 7th and 8th generations of the Bonduelle family. “The large number of shareholders identified, due to generational evolution, has led this control core to consider different operations to simplify the organization chart while maintaining control of the company,” explains the specialist in industrial transformation of vegetables.
It is thus planned to concentrate the stable core of control within a new company, the company Bonduelle Family Holding (BFH), by contributing Pierre and Benoît Bonduelle SAS shares to it.
It is also planned to merge the companies Bonduelle SCA and La Plaine SA, a subsidiary of Pierre and Benoît Bonduelle SAS, in order to eliminate a level of interposition and provide liquidity to the shareholders of La Plaine SA.
The Supervisory Board and the manager of Bonduelle SCA (the company Pierre et Benoît Bonduelle SAS), as well as the Board of Directors of the company La Plaine SA, have therefore decided to present to their respective shareholders a proposed merger of the companies Bonduelle SCA and La Plaine SA, the first absorbing the second.
At the end of this transaction, the former shareholders of La Plaine SA would hold shares of the company Bonduelle SCA received in exchange, the Bonduelle SCA shares previously held by the company La Plaine SA being canceled.
The scope of the concert would remain unchanged: it would continue to hold 48.64% of the capital and 60.37% of the voting rights. Each former shareholder of La Plaine SA would undertake to retain the Bonduelle SCA shares received during the merger for a period of 10 years, subject to a transfer option of 10% per year.
The merger operation and the statutory modifications will be subject to approval by the General Meeting of Shareholders of Bonduelle SCA scheduled for December 7, 2023, subject to prior obtaining of a decision from the AMF confirming that these operations do not give rise to the prior filing of a public withdrawal offer.
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