NHOA’s Board of Directors appoints Ledouble
as independent expert
Regulatory News:
NHOA S.A. (EURONEXT PARIS: NHOA.PA) (“NHOA” or the
“Company”) announces that its Board of Directors has, on the
recommendation of its ad hoc committee, appointed Ledouble,
represented by Mr. Olivier Cretté and Ms. Stéphanie Guillaumin,
partners, as independent expert. This appointment was made pursuant
to Article 261-1, I-1° and II of the General Regulations of the
French Autorité des Marchés Financiers (the “AMF”).
NHOA’s Board of Directors had previously designated its
independent members, namely Ms. Chen Ming Chang, Mr. Romualdo
Cirillo, Mr. Luigi Michi, Ms. Cynthia A. Utterback and Ms. Veronica
Vecchi, as members of an ad hoc committee pursuant to article 261-1
III of the AMF’s General Regulations. The ad hoc committee will
monitor the works of the independent expert in accordance with
applicable regulations.
This follows the announcement, on June 13, 2024, of the
intention of TCC Group Holdings Co., Ltd (“TCC”), NHOA’s
indirect majority shareholder through Taiwan Cement Europe Holdings
B.V. (“TCEH”), to file a simplified tender offer for NHOA’s
shares (the “Tender Offer”), to be followed by a squeeze-out
if the legal conditions are met (the “Squeeze-out”).
Ledouble will draw up a fairness opinion (attestation d’équité)
on the proposed Tender Offer, as well as on the Squeeze-out, in
accordance with article 262-1 of the General Regulations of the
AMF. Once the proposed Tender Offer is filed with the AMF by TCEH,
the Company’s Board of Directors will meet in due course, after
reviewing the independent expert’s report and the recommendation of
the ad hoc committee, to issue a reasoned opinion on the
contemplated Tender Offer. This reasoned opinion and the
independent expert’s report will be included in the draft response
document to be filed with the AMF.
Contact of the independent expert Cabinet Ledouble 8, rue
Halévy 75009 Paris Mr. Olivier Cretté: ocrette@ledouble.fr Ms.
Stéphanie Guillaumin: sguillaumin@ledouble.fr
Disclaimer
This press release has been prepared for information purposes
only. It does not constitute an offer to purchase or a solicitation
to sell NHOA shares in any country, including France. There is no
certainty that the simplified tender offer mentioned above will be
filed or opened. Under French law, the offer can only be made in
accordance with the offer documentation, which must contain the
full terms and conditions of the offer. The offer documentation
must be submitted to the AMF for review, and the offer may not be
opened until the AMF has issued a clearance decision (déclaration
de conformité). Any decision relating to the offer must be based
exclusively on the information contained in the offer
documentation.
The dissemination, publication or distribution of this press
release may be subject to specific regulations or restrictions in
certain countries. The offer will not be addressed to persons
subject to such restrictions, either directly or indirectly, and
will not be accepted from any country where the offer would be
subject to such restrictions. Accordingly, persons in possession of
this press release are required to inform themselves about and to
comply with any local restrictions that may apply. The Company
declines all responsibility for any breach of these restrictions by
any person whatsoever.
NHOA Group
NHOA S.A. (formerly Engie EPS), global player in energy storage,
e-mobility and EV fast and ultra-fast charging network, develops
technologies enabling the transition towards clean energy and
sustainable mobility, shaping the future of a next generation
living in harmony with our planet.
Listed on Euronext Paris regulated market (NHOA.PA), NHOA Group
forms part of the CAC® Mid & Small and CAC® All-Tradable
financial indices.
NHOA Group, with offices in France, Spain, Portugal, United
Kingdom, United States, Taiwan and Australia, maintains entirely in
Italy research, development and production of its technologies.
For further information, go to www.nhoagroup.com
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Forward looking statement
This release may contain forward-looking statements. These
statements are not undertakings as to the future performance of
NHOA. Although NHOA considers that such statements are based on
reasonable expectations and assumptions at the date of publication
of this release, they are by their nature subject to risks and
uncertainties which could cause actual performance to differ from
those indicated or implied in such statements. These risks and
uncertainties include without limitation those explained or
identified in the public documents filed by NHOA with the French
Financial Markets Authority (AMF), including those listed in the
“Risk Factors” section of the NHOA 2023 Universal Registration
Document, filed with the AMF on April 12, 2024 (under number
D.24-0279). Investors and NHOA shareholders should note that if
some or all of these risks are realized they may have a significant
unfavorable impact on NHOA.
These forward looking statements can be identified by the use of
forward looking terminology, including the verbs or terms
“anticipates”, “believes”, “estimates”, “expects”, “intends”,
“may”, “plans”, “build- up”, “under discussion” or “potential
customer”, “should” or “will”, “projects”, “backlog” or “pipeline”
or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward looking
statements include all matters that are not historical facts and
that are to different degrees, uncertain, such as statements about
the impacts of the war in Ukraine and the current economic
situation pandemic on NHOA’s business operations, financial results
and financial position and on the world economy. They appear
throughout this announcement and include, but are not limited to,
statements regarding NHOA’s intentions, beliefs or current
expectations concerning, among other things, NHOA’s results of
business development, operations, financial position, prospects,
financing strategies, expectations for product design and
development, regulatory applications and approvals, reimbursement
arrangements, costs of sales and market penetration. Important
factors that could affect performance and cause results to differ
materially from management’s expectations or could affect NHOA’s
ability to achieve its strategic goals, include the uncertainties
relating to the impact of war in Ukraine and the current economic
situation on NHOA’s business, operations and employees. In
addition, even if the NHOA’s results of operations, financial
position and growth, and the development of the markets and the
industry in which NHOA operates, are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods. The forward-looking statements
herein speak only at the date of this announcement. NHOA does not
have the obligation and undertakes no obligation to update or
revise any of the forward-looking statements.
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Press Office: Claudia Caracausi and Davide Bruzzese,
Image Building, +39 02 89011300, nhoa@imagebuilding.it Financial
Communication and Institutional Relations: Chiara Cerri, +39
337 1484534, ir@nhoagroup.com
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