Change of control and new financing structure
Antalis has been informed of the completion of the acquisition by KPP on 21 July 2020 of all Antalis
shares held by Sequana at a price of 0.10 euros per share, and of all Antalis shares held by Bpifrance
Participations at a price of 0.40 euros per share, representing 83.7% of the share capital of Antalis
(based on a share capital of 71,000,000 shares). As a result, KPP has become Antalis’ new majority
shareholder with 59,460,094 shares.
It should be noted that simultaneously and inseparable from the acquisition, a restructuring agreement
for the refinancing of 100 million euros of the outstanding facility amount through a new financing
granted by Mizuho Bank, together with a write-off for the remaining amount, was concluded with Antalis’
Antalis will also benefit from an intra-group loan of 80 million euros from KPP and potential
complementary financing from other Japanese banks, enabling Antalis to pursue its strategic
development through internal and external growth. In addition, Antalis will maintain its existing factoring
Simplified cash tender offer – Mandatory squeeze-out
In accordance with the provisions of Articles 233-1 and 234-2 of the AMF’s General Regulation, KPP
will file a simplified cash tender offer at a price of 0.73 euros per share (the “Offer”) with the Autorité
des marchés financiers (AMF) for all Antalis shares not currently held by it, i.e. 11,039,964 shares.
In addition, KPP has announced its intention to request the implementation of a squeeze-out procedure
at the same price as the Offer, if the conditions provided for by law and regulations are met.
Finally, Antalis’ Board of Directors met on 21 July 2020, in its composition existing prior to the proposed
KPP directors joining Antalis, to issue a reasoned opinion on the proposed Offer. After having consulted
its Ad Hoc Committee and reviewed the report by Finexsi, appointed as independent expert, Antalis’
Board of Directors considered that the Offer represented an opportunity for Antalis shareholders to sell
their shares at a price significantly higher than that offered by KPP to Sequana and Bpifrance
Participations in connection with the sale of control of Antalis.
The Board of Directors therefore unanimously decided to issue a favourable opinion on the Offer, which
is in the interest of Antalis, its employees and shareholders, and recommended that Antalis shareholders
tender their shares to the Offer. This reasoned opinion will be reproduced in full in Antalis’ draft reply
document, which will be the subject of a separate press release in accordance with Article 231-26, II
of the AMF’s General Regulation.
It is specified that the Ad Hoc Committee put in place by the Board of Directors on 5 March 2020 for
the purpose of appointing and monitoring the work of the independent expert, was dissolved following
the completion of its mission as evidenced by the adoption of the reasoned opinion of the Board of