Vivendi: Implementation of a Mandatory Squeeze-out for the Shares of Gameloft SE
20 July 2016 - 11:53PM
Business Wire
This release is issued in accordance with
Article 237-16 of the AMF General Regulations
Regulatory News:
Following the public tender offer initiated by Vivendi
(Paris:VIV) for the shares of Gameloft SE, Vivendi owns 95.93% of
the share capital and 95.80% of the voting rights of Gameloft
SE.
With the conditions required by Articles L. 433-4 III of the
Monetary and Financial Code and 237-14 to 237-16 of the AMF General
Regulation for the implementation of a mandatory squeeze-out
procedure having been met, Vivendi, as it had reserved the right to
do in its information note relating to the public tender offer
(visa no. 16-077 dated March 15, 2016), requested from the AMF the
implementation of the squeeze-out of the remaining Gameloft SE
shares not held by Vivendi.
The AMF indicated, in its notice published on July 20, 2016 (DI
No 216C1688), that the squeeze-out of 3,550,064 Gameloft shares not
owned by Vivendi will be implemented on July 26, 2016, the date on
which Gameloft SE shares will be delisted from Euronext Paris. On
such date, the Gameloft shares covered by the mandatory squeeze out
will be transferred (regardless of the country of residence of the
holder) to Vivendi in exchange for the payment of compensation
identical to the price of the public tender offer, i.e., a cash
payment of €8 (net of all fees) for each share Gameloft SE, to the
holder.
The amount of compensation has been paid by Vivendi into a
blocked account opened for this purpose at Natixis BO Corporate
Broking Conservation OST (47 quai d'Austerlitz, 75013 Paris),
acting as the centralizing agent for the compensation transactions,
from which the account-holding financial intermediaries must
request the compensation payments corresponding to the securities
held by their clients.
The funds will be held by Natixis BO Corporate Broking
Conservation OST for a period of ten years from the date of the
implementation of the squeeze-out and then transferred to the
Caisse des Dépôts et Consignations upon the expiry of such ten-year
period. These funds will remain available to the beneficiaries,
subject to the thirty-year prescription period after which the
funds will be transferred to the French State.
In accordance with the provisions of Article 237-17 of the AMF
General Regulation, Vivendi will place a copy of this release
informing the public of the squeeze-out in a journal of legal
notices published in the vicinity of Gameloft SE headquarters.
The implementation of this squeeze-out follows the withdrawal of
the appeal filed by Gameloft SE on March 25, 2016 against the AMF’s
clearance decision No. 216C0692.
Vivendi's information note relating to the offer (approved by
the AMF under the visa n° 16-077 dated March 15, 2016) as well as
the information about the characteristics, including legal,
accounting and financial, of Vivendi are available on the websites
of the AMF (www.amf-france.org) and of Vivendi (www.vivendi.com),
and may be obtained free of charge from Vivendi (42 avenue de
Friedland, 75008 Paris) or from HSBC France (103 Avenue des Champs
Elysées, 75008 Paris), the presenting bank for the offer.
The note in response prepared by Gameloft (approved by the AMF
under visa n° 16-129 dated April 8, 2016) and the information about
the characteristics, including legal, accounting and financial, of
Gameloft are available on the websites of the AMF (www.
amf-france.org) and of Gameloft (www.gameloft.fr) and can be
obtained free of charge from Gameloft (14 rue Auber, 75009
Paris).
About VivendiVivendi is an integrated media and content
group. The company operates businesses throughout the media value
chain, from talent discovery to the creation, production and
distribution of content. The main subsidiaries of Vivendi comprise
Canal+ Group and Universal Music Group. Canal+ is the leading
pay-TV operator in France, and also serves markets in Africa,
Poland and Vietnam. Canal+ operations include Studiocanal, a
leading European player in production, sales and distribution of
film and TV series. Universal Music Group is the world leader in
recorded music, music publishing and merchandising, with more than
50 labels covering all genres. A separate division, Vivendi
Village, brings together Vivendi Ticketing (ticketing in the UK,
the U.S and France), MyBestPro (experts counseling), Watchever
(subscription video-on-demand), Radionomy (digital radio), the
Paris-based concert venue L’Olympia, the CanalOlympia venues in
Africa and the Theatre de l‘Oeuvre in Paris. With 3.5 billion
videos viewed each month, Dailymotion is one of the biggest video
content aggregation and distribution platforms in the
world.Gameloft is a worldwide leading video games on mobile, with 2
million games downloaded per
day.www.vivendi.com, www.cultureswithvivendi.com
Important DisclaimerThis press release was prepared for
informational purpose only. This press release does not constitute
an offer and should not be construed as constituting any form of
solicitation for the purchase or sale of securities in the United
States or any other country. This press release is not for
distribution in countries other than France. The distribution of
this press release, the offer and the acceptance of the offer may
be, in certain countries, subject to special regulations.
Consequently, persons in possession of this press release are
required to ascertain the local restrictions which may apply, and
to comply with them. Vivendi disclaims any liability for any
violation of such restrictions by any person.
NOT FOR PUBLICATION, DISSEMINATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, ITALY OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR DISSEMINATION OF SUCH A RELEASE IS UNLAWFUL
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