(AOF) – To resume trading, Cast jumped 26.17% to 7.52 euros, adjusting to redemption price: 7.55 euros.
Cast and its major shareholders – DevFactory (27.4% of share capital), Crédit Mutuel Equity SCR (17.1% of share capital), Long Path Holdings 2, LP (10.4% of share capital) as well as Vincent Delaroche (10, 1% of share capital) ), Founder and Group CEO – entered into exclusive negotiations with Financière Da Vinci, a company controlled by Bridgepoint SAS at the date of this contract, after registration, by Bridgepoint Development Capital Funds, on May 18 with the aim of acquiring Financière Da Vinci, by Transfers and contributions in kind, on 11,767,461 cast shares representing 65% of the share capital, at €7.55 per share.
This price will be increased at an additional price of €0.30 per share if the pressure execution limit of 90% is reached at the end of the mandatory public offering that will follow the completion of the transfer of control block.
Priced at €7.55 per share, with a value of 100% of Cast’s share capital and voting rights of approximately €139 million. This rate represents an external premium of 27% compared to the daily volume-weighted average closing price on May 17, 2022, 59% compared to the last 60 calendar days and 68% compared to the last 90 calendar days.
Final agreements regarding the acquisition of the block will be entered into at the end of the information and consultation procedures of the Cast’s Social and Economic Commission (CSE).
Completion of the planned acquisition of the block is subject to the previous usual terms for this type of transaction, as it is determined that it will not require any regulatory authorization.
BDC, Long Path Holdings 2, LP and Mr. Vincent Delaroche will also enter into an agreement for shareholders that provides, in particular, the rules governing their relationships in relation in particular to the liquidity and governance of Financière Da Vinci securities.
If the acquisition of the block is completed, Financière Da Vinci will launch a mandatory simplified bidding offer to acquire the remaining shares of Cast at the same price of €7.55 per share.
In the event of exceeding the minimum limit allowing completion of the offer at the end of the offer, Financière Da Vinci will request the implementation of the lobbying procedure and will pay all shareholders who have submitted their shares for the offer at an additional price of €0.30 per share, and the lobbying will be executed at €7.85 per share.
The price shows €7.85 premiums of 32% compared to the volume-weighted average daily closing price on May 17, 2022, 65% compared to the last 60 calendar days and 75% compared to the last 90 calendar days.
The Cast Board of Directors welcomed the proposed transaction, without prejudice to the reasoned opinion of the Board of Directors on the offer to be issued after receiving the opinion of the independent expert responsible for certifying the fairness of the offer and any subsequent pressure-out.
To this end, the Board of Directors has constituted a committee composed of Mr. Vincent Delaroche, Mr. Paul Camille Bentz and Mrs. Mary David, which will be responsible in particular for recommending an independent expert to the Board of Directors.
The acquisition of the block and the deposit of the offer with the Arab Monetary Fund should take place at the beginning of the second half of 2022.
Following the planned transaction, Mr. Vincent Delaroche will continue to direct the company’s activities as Chairman of the Board of Directors of Financière Da Vinci and Chairman and CEO of Cast Company.
Cast’s stock price was suspended on May 18, 2022, and trading will resume when the markets open on May 19, 2022.
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