28/06/2019 — NEW YORK — (BUSINESS WIRE)
Searchlight Capital Partners announces its intention to launch a voluntary cash tender offer on Latécoère at a price of €3.85 per Latécoère share, corresponding to the price per share of the acquisition of the 26% stake in Latécoère which occurred on June 26, 2019, and hereby offering a premium of:
– 34.1% over Latécoère’s latest share price (closing price as of June 28, 2019), and
– 29.9%, 22.2% and 23.7% over the 1-month, 3-month and 6-month VWAPs, each calculated as at June 28, 2019.
This tender offer would be filed with the French financial market authority (AMF) in Q3 2019 following the issuance by the Board of Directors of Latécoère of a reasoned opinion on the contemplated offer, on the basis of the report of an independent expert to be appointed for this purpose by Latécoère and the consultative opinion of the employee representative bodies of Latécoère, in accordance with applicable French regulation.
The offer shall remain subject to regulatory and administrative approvals, including the American “CFIUS” procedure and the authorization of the Ministry of Economy for foreign investments in France, as well as the required merger control authorizations, in particular in Germany.
Searchlight Capital Partners intends to implement the squeeze-out procedure at the outcome of its tender offer if the legal and statutory conditions are fulfilled.
Searchlight Capital Partners currently holds circa 26% of the share capital and voting rights of Latécoère.
The tender offer will also be subject to the statutory acceptance threshold of 50% of the share capital or voting rights of Latécoère, as provided by the applicable French regulation.
Following contacts taken with Latécoère in the context of the draft tender offer, Searchlight Capital Partners expresses its full support in the management team and in the Company’s strategy.
Not for release, publication or distribution to any US Person or in or into the United States, Canada, Japan, Australia or any other jurisdiction where it is unlawful to release, publish or distribute this press release.
The documentation relating to the contemplated tender offer will include the terms and conditions of the tender offer, which will be submitted to the French Market Authority (AMF) and will remain subject to its review. It is strongly recommended that investors and shareholders read, when available, the documentation relating to the tender offer, as well as any amendments to those documents, as they will contain important information about Searchlight Capital Partners, Latécoère and the proposed transaction.
This press release must not be published, broadcasted or distributed, directly or indirectly, in any country in which the distribution of this information is subject to legal restrictions.
The release, publication or distribution of this press release in certain countries may be subject to legal or regulatory restrictions. Therefore, persons located in jurisdictions where this press release is released, published or distributed must inform themselves about such restrictions and comply with them. Searchlight Capital Partners disclaims any responsibility for any violation of such restrictions.
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