Launch of the Simplified Public Tender Offer on Vilmorin & Cie
shares
- The simplified public
tender offer filed by Limagrain on Vilmorin & Cie shares is
deemed compliant by the Autorité des marchés
financiers.
- The Offer will be open from
June 22, 2023, to July 17, 2023, inclusive.
- The price of €62.60 euro
per share represents a premium of 45.4% compared to the last
closing share price before the announcement of the Offer, and of
36.7%1 compared to the average
volume-weighted share price over the last 60 trading
days.
- Vilmorin & Cie’s Board
of Directors deemed the Offer favorable to the interests of its
Shareholders and its employees.
- Bpifrance Participations,
Vilmorin & Cie’s largest Shareholder after Groupe Limagrain,
will contribute its stake to the Offer, which represents 5.71% of
the Company’s capital.
- Limagrain intends to implement a mandatory withdrawal
if the minority Shareholders do not represent more than 10% of the
capital and voting rights at the end of the Offer.
|
On June 20, 2023, the
Autorité des
marchés
financiers (AMF) declared
the Simplified Public Tender
Offer initiated by Limagrain
Participations2 (the “Initiator”)
on Vilmorin & Cie shares compliant and published a
notice to launch the Offer for a period running from June
22, 2023, to July 17, 2023, inclusive. Limagrain’s
Information note and Vilmorin & Cie’s Response note, as
approved by the AMF on June 20, 2023 (visas n°23-234 and 23-235),
are available on the websites of the AMF (www.amf-france.org),
Vilmorin & Cie (www.vilmorincie.com/fr) and Limagrain
(www.limagrain.com).
The Offer price of €62.60 per
share was established by applying a multi-criteria
valuation approach and reflects in particular a premium of
45.4% over the last closing share price prior to the
announcement of the Offer on April 27, 2023, and a premium
of 36.7%1 over the average
volume-weighted share price for the last 60 trading days prior to
the announcement of the Offer.
It should be noted that Vilmorin & Cie’s
Board of Directors established an ad hoc committee made up
exclusively of Directors with no tied to the Initiator in order to
supervise the work of the independent expert and propose to the
Board of Directors a reasoned opinion project on the Offer. In
addition and in compliance with article 261-1 of the AMF’s general
regulations, Vilmorin & Cie’s Board of Directors appointed the
Cabinet Finexsi as the independent expert to produce a report on
the financial terms of the Offer and a potential mandatory
withdrawal. The independent expert has
concluded that the terms of the Offer are fair to the Company’s
Shareholders, including in the context of a mandatory
withdrawal.
Having taken note of the ad hoc committee and
the conclusions of the independent expert, on May 26, 2023,
Vilmorin & Cie’s Board of Directors
issued a unanimous and favorable opinion on the Offer,
considering that it is in the interests of the Company, its
Shareholders and its employees. As a result, the Board of
Directors of Vilmorin & Cie recommended to its Shareholders
tender their shares. On May 30, 2023, Bpifrance Participations, a
subsidiary of the Banque Publique d’Investissement and Vilmorin
& Cie’s largest shareholder after Groupe Limagrain, decided to
contribute its stake in Vilmorin & Cie, which amounts to 5.71%
of the Company’s capital.
As the Offer is being carried out under
simplified procedure, in compliance with the provisions of articles
233-1 et sec. of the AMF’s General Regulations, it will not
be reopened following the AMF’s publication on the results of the
Offer.
As of June 20, 2023, Limagrain holds 77.37% of
the capital and 86.31% of the theoretical voting rights of Vilmorin
& Cie.
In the event that the non-tendered Vilmorin
& Cie shares do not represent more than 10% of the Company’s
capital and voting rights, Limagrain intends to implement a
procedure of mandatory withdrawal within three months of the
closing of the Offer.
In order to facilitate information for
Shareholders, a toll-free number, free of charge from a landline,
is available to individual Vilmorin & Cie shareholders for any
questions (French only) concerning the Offer during the opening
period (from June 22, 2023, to July 17, 2023), from Monday to
Friday, from 9:00 am to 6:00 pm:
0 805 650 064.
For institutional shareholders, D.F. King Ltd is
acting as proxy solicitor to Vilmorin & Cie (contact: Mr. David
CHASE LOPES, Managing Director, EMEA).
1 As calculated by the independent expert
Finexsi.
2 Entity fully controlled by Société Coopérative
Agricole Limagrain, holding in total, together with other Limagrain
entities acting in concert with it (Limagrain, GLH, and Sélia),
77.37% of the capital and 86.31% of the voting rights of Vilmorin
& Cie as of June 20, 2023.
For any additional information
Anthony CARVALHOChief Financial Officer
Édouard ROCHEHead of Financial Communication and Investor
Relations
E-mail :
contact@diffusion.vilmorincie.comwww.vilmorincie.com
The 4th
largest seed company in the world, pure play in its sector,
Vilmorin & Cie creates, produces, and
distributes vegetable and field seeds with high added value,
contributing to meeting global food requirements
in a context of accelerating climatic, environmental,
and demographic challenges.
Vilmorin & Cie is a historical expert in
plant breeding, with around 6,000 varieties in its portfolio and
several hundred new varieties marketed each year. It has become an
international leader, offering all forms of agriculture, on all
continents, the capacity to produce more and to produce better,
while preserving the independence and freedom of choice of farmers
and vegetable growers with regard to their other production
factors.
Vilmorin & Cie relies on research and
development for its ongoing growth, by investing more than 16% of
its sales in R&D each year, and on the controlled
internationalization of its business activities, in order to
durably strengthen its competitive positions in the long term on
structurally buoyant world markets.
True to its long-term vision of development,
Vilmorin & Cie's strategy and performance are based on respect
for the values shared with its parent company and reference
Shareholder, the agricultural cooperative Limagrain: progress,
perseverance, and cooperation.
DisclaimerThis press release does not constitute
an offer to purchase any securities. The Offer will only be made in
accordance with the Offer documentation, which will contain the
complete terms and conditions of the Offer et has been approved by
the AMF. Any decision regarding the Offer must be based solely on
the information contained in the Offer documentation. This press
release has been prepared for information purposes only. It does
not constitute an offer to the public. The distribution of this
press release, the Offer and the acceptance thereof may be subject
to specific regulations or restrictions in certain countries. The
Offer is not directed to any person subject to such restrictions,
either directly or indirectly, and may not be accepted from any
jurisdiction where the Offer would be subject to such restrictions.
This press release is not intended for distribution in such
countries. Consequently, persons in possession of this press
release are required to inform themselves about any local
restrictions that may apply and to comply with them. Vilmorin &
Cie declines all responsibility for any violation of these
restrictions by any person. Pursuant to Commission Implementing
Regulation (EU) 2016/1055 of June 29, 2016, laying down technical
implementing standards relating to technical arrangements for
publication and deferral of inside information in accordance with
Regulation (EU) n°596/2014 of the European Parliament and of the
Council, this press release may contain inside information and was
communicated to Vilmorin & Cie's authorized distributor.
- PR Vilmorin & Cie_Offer launch_EN
Vilmorin & Cie (LSE:0HJC)
Historical Stock Chart
From Oct 2024 to Nov 2024
Vilmorin & Cie (LSE:0HJC)
Historical Stock Chart
From Nov 2023 to Nov 2024
