Vilmorin: the Board of Directors recommends that shareholders tender their shares to the takeover bid

( — The Board of Directors of Vilmorin & Cie met today in order to deliver, in accordance with the applicable regulations, its reasoned opinion on the proposed simplified public purchase offer targeting the shares of the company initiated by Limagrain Participations, at a price of 62.60 euros per share.

Having noted, in particular, the Offeror’s intentions set out in the draft offer document, the work and the recommendation of the ad hoc committee it set up on April 17, 2023, the conclusions of the firm Finexsi, appointed in as an independent expert on April 17, 2023 and whose report concludes that the terms of the Offer are fair for the shareholders of the company, including in view of a squeeze-out, and in view of all of its work and analyzes that it supervised, the Board of Directors of the Company issued, unanimously by the members, a favorable reasoned opinion on the Offer, considering that it is in line with the interests of the Company, of its shareholders and employees.

The independent expert noted in particular in his report that the Offer price shows a premium of +8.1% compared to the central value obtained by the discounted future cash flow approach, a method considered to be the most appropriate by the independent expert.

The Board of Directors therefore recommends that Vilmorin & Cie Shareholders tender their shares to the Offer.

The Board of Directors emphasizes that the Offer allows shareholders to obtain immediate liquidity at a significant premium in view of the recent stock market performance of Vilmorin & Cie shares, Shareholders must also take into account the risk of seeing the market liquidity of the Vilmorin & Cie share will fall sharply after the Offer if the squeeze-out threshold is not reached:

Premium of 45.4% compared to the last closing price on April 27, 2023 before the announcement of the Offer;
Premium of 36.5% over the volume-weighted average trading price of the last 60 trading days.
The reasoned opinion of the Board of Directors will be reproduced in full in the draft response document filed on May 26 with the Autorité des marchés financiers (AMF). 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 draft response document will be available on the websites of Vilmorin & Cie and the AMF.

The draft 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. Subject to obtaining the AMF’s compliance decision, the Offer should be opened at the end of June and closed by mid-July.

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