Tender Offer Project
CONCLUSION OF AN AGREEMENT BETWEEN EUROBIO SCIENTIFIC AND A CONSORTIUM LED BY EUROBIO SCIENTIFIC'S TEAM OF ENTREPRENEURS AND MANAGERS, IK PARTNERS AND NEXTSTAGE AM WITH A VIEW TO FILE A VOLUNTARY TENDER OFFER AT A PRICE OF €25.30 PER EUROBIO SCIENTIFIC SHARE
- The Offer Price represents a premium of 67.5 % over the volume-weighted average share price over 60 trading daysand of 39 % over the last closing price of Eurobio Scientific shares prior to the announcement of the Offer
- The Board of Directors of Eurobio Scientific:
- has unanimously approved the principle of the proposed transaction in accordance with the recommendations of the ad hoc committee, without prejudice to the review of the contractual documentation and the Offer documentation to be carried out by the independent expert
- will meet at a later date to issue a reasoned opinion on the Offer after consultation with the Company's social and economic committee (“CSE”) and receipt of the independent expert's report
- An ad hoc committee, comprising a majority of independent directors and chaired by one of them, supervises the work of Ledouble SAS, which has been chosen as the independent expert
- The Offer is expected to be filed at the end of September with the AMF (French financial markets authority) and will be subject to the prior approval of the competent merger control and foreign investment control authorities in France and Italy.
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IMPORTANT DISCLAIMER
You are attempting to enter a page of this website dedicated to documents and information relating to the agreement entered into by IK Partners with EurobioNext SAS and corporate officers of Eurobio Scientific S.A. concerning their investment in EB Development SAS and the proposed public tender offer by EB Development SAS (the “Offeror”) for the shares of Eurobio Scientific S.A. (the “Offer”).
The Offer is being made exclusively in France and the documents and information relating to the Offer contained on this page of the website is not for release, publication or distribution, directly or indirectly, in or into the United States of America or any other jurisdiction in which the Offer is illegal or subject to the fulfilment of specific procedures or formalities (a “restricted jurisdiction”) or to any person to whom the Offer could not validly be made, and access to such documents and information (and any transaction to which they relate) may be restricted by applicable laws in the relevant jurisdictions.
No Offer is being made, directly or indirectly, in the United States or to persons residing in the United States or to U.S. Persons (each a “U.S. Person”) as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and no acceptance of the Offer may come from the United States. The Offeror does not intend to register all or any portion of the Offer in the United States or to conduct any public offering in the United States. As a result, the documents and information relating to the Offer do not constitute an offer to buy or sell or the solicitation of an order to buy or sell any securities in the United States or to any U.S. person (as defined in Regulation S under the Securities Act) and no document relating to the Offer may be sent by mail, circulated or distributed by any means of telecommunication or instrumentality of interstate commerce in the United States, in any manner (including, without limitation, by e-mail, regular mail, fax or telephone) or any means of any facility of a national securities exchange or otherwise. Authorized financial intermediaries may not accept tender orders that were not effected in compliance with the above requirements and any acceptance of the Offer that may result in a violation of these restrictions and representations will be deemed null and void.
Access to this page of the website may be restricted under securities laws in certain jurisdictions (including the United States of America). This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction), before you may obtain access to the documents and information relating to the Offer contained on this page of the website. All persons who wish to view this page of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any legal or regulatory requirements applicable in their jurisdiction. Making information relating to the Offer available in electronic format on this page of the website is not intended to and does not constitute an offer and should not be construed as constituting any form of solicitation for the purchase or sale of securities in any jurisdiction, including in France.
Please note that, in the context of the Offer, the documents and information relating to the Offer contained on this page of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this page of the website, the content of which may be amended at any time in whole or in part at Eurobio Scientific S.A.’ sole discretion.
You should not forward, transmit, broadcast or show the information or documents contained in this page of the website to any person or to any jurisdiction where it would be unlawful to do so. Non-compliance with the legal restrictions may constitute a breach of the laws and regulations applicable to securities transactions in one of these countries and Eurobio Scientific S.A. denies all liability in the event of any breach of the applicable legal restrictions by any person. It is your responsibility to ensure that you comply with all applicable laws and regulations. If you have any doubt as to whether you are in compliance, we recommend that you do not continue to try to access this page of our website.
By clicking on the “I Confirm” button below, I confirm that (i) I am not (nor do I act on behalf of a person or entity who is) resident of or in the United States of America or any other restricted jurisdiction, (ii) I agree that I will not forward, transfer or distribute any documents and information relating to the Offer contained in this page of the website in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation, in particular in the United States and (iii) I agree to be bound by each of the terms of this disclaimer.
