(Boursier.com) — The Board of Directors of the company Financial Union of France Bank (ISIN FR0000034548 / Compartment B) met on December 23, 2022 in order to deliver, in accordance with applicable regulations, its reasoned opinion on the draft simplified tender offer, targeting UFF shares at a price of 21 euros per share, filed on November 28, 2022 with the AMF by the company Abeille Assurances Holding, which directly or indirectly held 74.99% of the capital and voting rights of UFF on the date of filing of the Offer.
Having taken note of the Offeror’s intentions set out in the draft offer document, the work and the recommendation of the ad hoc committee set up by the Board of Directors of the Company on November 25, 2022 [1]and the conclusions of the firm Ledouble, appointed as independent expert on November 25, 2022, whose report concludes that the terms of the Offer are fair from a financial point of view for the shareholders, including from the perspective of mandatory withdrawal, the Board of Directors of the UFF returned, unanimously by the members who took part in the vote [2]a favorable reasoned opinion on the Offer considering that it is in the interest of the Company, its shareholders and its employees.
The Independent Expert noted in particular in his report that the Offer price shows a premium compared to all the references examined, his intrinsic and analogical valuations integrating the value of the real estate assets and the results of his analyzes of sensitivity.
The Offer price also represents a premium of 51% compared to the last quoted price of the UFF share preceding the filing of the Offer, a premium of 54.5% on the average price weighted by the volumes of the UFF stock over the past 60 trading days.
The Board of Directors therefore recommends that UFF shareholders who wish to benefit from immediate liquidity tender their shares to the Offer.
The reasoned opinion of the Board of Directors will be reproduced in full in the draft response document which will be filed on December 26 with the Autorité des Marchés Financiers. In accordance with Article 231-26 of the AMF General Regulations, the main elements of the Company’s draft response document, as well as the terms of its availability, will be the subject of a standardized press release from of the society. The Company’s draft response document will be available on the AMF’s website (www.amf-france.org) as well as on the Company’s website (https://www.uff.net/acteurs- investors/simplified-takeover-offer).
The Offer, the draft information memorandum and the draft response memorandum remain subject to review by the AMF, which will assess their compliance with applicable laws and regulations.
[1] The ad hoc committee is made up of three independent directors.
[2] Eight directors linked to the Offeror (namely Mr. Philippe-Michel LABROSSE, Mrs. Hélène DENIS, ABEILLE P&C & HEALTH, ABEILLE ASSURANCES HOLDING, Mr. Renaud CÉLIÉ, ABEILLE VIE, ABEILLE EPARGNE RETIREMENT, ABEILLE RETIREMENT PROFESSIONNELLE) having taken part in the vote for quorum reasons but having undertaken to vote in the same direction as the majority of the other directors so as not to influence the result of the vote.