August 10, 2017 - 8.15 am (CET)
ALTICE CROSSES THE
95% OWNERSHIP THRESHOLD
IN SFR GROUP
A BUYOUT OFFER
FOLLOWED BY A SQUEEZE-OUT WILL BE LAUNCHED AT A PRICE OF €34.50 PER
SFR GROUP SHARE
On August 9, 2017, Altice N.V.
(Euronext: ATC, ATCB) has entered into several agreements relating
to the acquisition of SFR Group shares through exchanges against
Altice N.V. common shares A.
These agreements ensure the
holding by the Altice group of 95.9% of the share capital and
voting rights of SFR Group.
As a result, the Altice group
announces its intention to file with the French financial market
authority (AMF), in September 2017, a buyout
offer followed by a squeeze-out for the remaining SFR Group shares
for a price of €34.50 per share.
Pursuant to applicable French
regulation, the Board of directors of SFR Group will issue a
reasoned opinion on the contemplated offer, on the basis of the
report of an independent expert evaluating the financial conditions
of such offer. In this context, the Board of directors of SFR Group
has appointed Finexsi as an independent expert mandated to issue a
report regarding the fairness of the financial conditions of the
contemplated offer. In addition, the Board of directors of SFR
Group has appointed Perella Weinberg Partners to act as financial
advisor to the company.
Contacts
Altice N.V.
Chief Investor Relations Officer
Nick Brown: +41 79 720 1503 / nick.brown@altice.net
Chief Communications Officer
Arthur Dreyfuss: +41 79 946 4931 / arthur.dreyfuss@altice.net
SFR Group
presse@sfr.com
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES,
ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S.
VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA AND IN AUSTRALIA, CANADA OR JAPAN
This announcement contains
important information which should be read carefully before any
decision is made with respect to the buyout offer. If you are in
any doubt as to the contents of this announcement, the buyout offer
or the action you should take, you are recommended to seek your own
financial advice, including as to any tax consequences, from your
stockbroker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser. Any individual or
company whose SFR Group shares are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must
contact such entity if it wishes to tender such SFR Group shares
pursuant to the buyout offer. The Altice group does not make any
recommendation whether SFR Group shareholders should tender SFR
Group shares pursuant to the buyout offer.
OFFER AND DISTRIBUTION
RESTRICTIONS The distribution of this announcement in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement comes are required by the Altice group
to inform themselves about and to observe any such restrictions.
This announcement does not constitute an offer to buy or a
solicitation of an offer to sell the SFR Group shares (and tenders
of SFR Group shares in the buyout offer will not be accepted) in
any circumstances in which such offer or solicitation is unlawful.
In those jurisdictions where the securities, blue sky or other laws
requires a buyout offer to be made by a licensed broker or dealer
and any affiliate of the Altice group is such a licensed broker or
dealer in any such jurisdiction, such buyout offer shall be deemed
to be made by such affiliate on behalf of the Altice group in such
jurisdiction.
United States. The buyout offer will not be made,
directly or indirectly in or into, or by use of the mails of, or by
any means or instrumentality of interstate or foreign commerce of
or of any facilities of a national securities exchange of, the
United States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. The SFR Group shares may
not be tendered in the buyout offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
copies of the draft offering document and any other documents or
materials relating to the buyout offer will not be, and shall not
be, directly or indirectly mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or
to any U.S. persons or any persons located or resident in the
United States. Any purported tender of SFR Group shares in a buyout
offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of SFR Group
shares made by a person located in the United States or any agent,
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States
will be invalid and will not be accepted. Each holder of SFR Group
shares participating in the buyout offer will represent that it is
not a U.S. person, it is not located in the United States and it is
not participating in such buyout offer from the United States or it
is acting on a nondiscretionary basis for a principal that is not a
U.S. person, that is located outside the United States and that is
not giving an order to participate in such buyout offer from the
United States. For the purposes of this paragraph, United States
means United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
United Kingdom. The communication of the draft
offering document and any other documents or materials relating to
the buyout offer will not be made, and such documents and/or
materials will not be approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000. Accordingly, such documents and/or materials will not be
distributed to, and shall not be passed on to, the general public
in the United Kingdom. The communication of such documents and/or
materials as a financial promotion will only be made to (i) persons
who are outside the United Kingdom, (ii) investment professionals
(as defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
Financial Promotion Order)), (iii) persons falling within Article
43(2) of the Financial Promotion Order, or (iv) any other persons
to whom they may otherwise lawfully be communicated (all such
persons together being referred to as Relevant Persons). Any person
in the United Kingdom who is not a Relevant Person should not act
or rely on this document or materials or any of their content. Any
investment or investment activity to which these documents or
materials relate is available only to Relevant Persons and will be
engaged in only with Relevant Persons. The documents and materials
and their contents should not be distributed, published or
reproduced (in whole or in part) or disclosed by recipients to any
other person in the United Kingdom.
Regulated
Information
This press release contains inside
information within the meaning of Article 7(1) of the EU Market
Abuse Regulation.
Altice SFR
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Altice NV via Globenewswire
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