(Boursier.com) — GOA LCD, a company controlled by the Cosmobilis group, acquired at a price of 59.15 euros per share, a block of shares representing approximately 67.13% of the capital and 73.92% of the theoretical votes of society Ucar with certain reference shareholders, in accordance with the announcement made on April 11.
GOA LCD thus holds at the end of this operation 1,169,812 shares of the company.
GOA LCD also benefits from tender commitments relating to 392,421 shares, representing 22% of the capital, it being specified that the company holds 8% of its own shares which will be canceled at the end of the public offer. simplified purchase or, where applicable, compulsory withdrawal.
Evolution of governance
Following the completion of this acquisition, the composition of Ucar’s Board of Directors was modified to take into account the new composition of its shareholding. On May 17, 2022, Axa France Iard, Philippe Marie, Ms Florence Lagarde, Tiphaine Puerto and Laurène Puerto resigned from their positions on the Ucar Board of Directors.
MM. Jean Louis Mosca, Carlos Gomes, Christophe Pineau Jean Hugues Delvolve and Jean Loup Savigny filled the vacant seats on the Ucar Board of Directors. These cooptations, which took effect on May 17, will be subject to ratification by the next Ordinary General Meeting of Ucar shareholders.
On May 17, the Board of Directors of Ucar also decided to separate the functions of Chairman of the Board of Directors from those of Chief Executive Officer. It appointed Christophe Pineau as Chief Executive Officer. Jean Claude Puerto Salavert is maintained in his position as Chairman of the Board of Directors of Ucar.
Towards a withdrawal from the market
GOA LCD will file by the end of May, in accordance with applicable regulations, a draft mandatory simplified tender offer at a price of 59.15 euros per share, subject to the conclusions of the independent expert.
GOA LCD intends to implement a squeeze-out following the public offering.
At its meeting of April 8, 2022, the company’s board of directors appointed the firm Finexsi as independent expert, with a view to drawing up the report on the financial conditions of the public offer.
Ucar’s Board of Directors will issue a reasoned opinion on the public offer after obtaining the independent expert’s report, which will appear in the draft response document.