Groupe SNEF acquires majority stake in Alliativ (Visiativ’s controlling shareholder)
Visiativ and Groupe SNEF announce the final completion of the sale of 75.72% of the share capital of Alliativ (Visiativ’s controlling shareholder) to Groupe SNEF (the “Sale”), following exclusive negotiations between Alliativ’s main shareholders and Groupe SNEF which began on 8 February 2024, and after obtaining the customary regulatory authorisations regarding merger control, as well as formal approval from certain of Visiativ’s commercial partners.
Completion of the Sale took place by way of a cash payment, based on a value by transparency reflecting a price of €37.00 per Visiativ share (cum dividend). This price represents a premium of +35.5% compared with Visiativ’s closing share price on 8 February 2024, the day preceding the announcement of the Sale (reference share price on 8 February 2024: €27.30).
As a result of the Sale, Groupe SNEF holds 75.72% of the share capital of Alliativ, Visiativ’s controlling shareholder. In addition, immediately after the Sale, Alliativ acquired 252,578 Visiativ shares (representing approximately 5.43% of the share capital) from Visiativ’s shareholders acting in concert, also at a price of €37.00 per Visiativ share (cum dividend).
Following completion of the Sale, Alliativ (now controlled by Groupe SNEF) will shortly file, on a mandatory basis in accordance with the provisions of article 235-2 of the AMF General Regulations, a draft tender offer subject to the issuance by the AMF (Autorité des Marchés Financiers – the French financial markets authority) of its compliance notice (avis de conformité) and for the remaining outstanding VISIATIV shares (as well as all the free shares that may be issued before closing of the tender offer), at the same price as that based on a value by transparency applied in the Sale, namely, €37.00 per Visiativ share (cum dividend). The firm A2EF has been appointed as independent expert to prepare a report on the fairness of the financial terms of the tender offer in accordance with sub-paragraphs 1°, 2° and 4° of paragraph I and paragraph II of article 261-1 of the AMF General Regulations.
This tender offer provides a liquidity opportunity offering a premium compared with the last share price prior to the announcement.
