Eurogerm : 18.01.2021 - Press release

Press release

Entry into exclusive negotiations regarding the proposed acquisition of a majority stake in

Eurogerm, potentially followed by a compulsory tender offer

Dijon, January 18, 2021 - 8:00 CEST

Eurogerm announces that Mr. Jean-Philippe Girard, ACG (the personal holding company of Mr. Jean-Philippe Girard) and Unigrains have entered into exclusive negotiations with Naxicap Partners and signed a put option agreement relating to contemplated transfer of control of Eurogerm to Naxicap Partners, as part of a proposed LMBO involving several Eurogerm managers in the takeover company.

Following an analysis of various strategic options regarding Eurogerm and the possible evolution of their equity interest in Eurogerm's share capital, Mr. Jean-Philippe Girard and the companies ACG and Unigrains (the "Sellers"), which hold 62.23% of Eurogerm shares indirectly via the company Mobago (and 14,560 Eurogerm shares directly, in the case of ACG, and 100 shares in the case of Mr. Jean- Philippe Girard) (the "Stakes" or the "Controlling Block"), as a result of a competitive sales process led by an advisor, entered into exclusive negotiations with Naxicap Partners ("Naxicap") in view of a possible transfer by the Sellers of their Stakes to a takeover company (hereinafter "NewCo") that would be created for this purpose and controlled by funds managed by Naxicap (the "Naxicap Funds").

These exclusive negotiations result in particular from a put option agreement (the "Put Option") granted by Naxicap to the Sellers under customary conditions. This Put Option may be exercised following the consultation of the Eurogerm Social and Economic Committee, which will be initiated as soon as possible by the company.

The Controlling Block would be transferred on the basis of a price per Eurogerm share of €47.97 (the "Price"), reflecting a valuation of 207,000,000 euros for 100% of the company's shares and representing a premium of 42.77% compared to the last closing price (of January 15, 2021) and 41.77% compared to the volume-weighted average price of the last 60 trading days.

It is specified that the transfer of the Controlling Block would be subject to the following conditions:

• the conclusion between NewCo, on the one hand, and one or more shareholders of Eurogerm (other than the Sellers) (the "Promisors"), on the other hand, of reciprocal put and call / contribution options relating to at least 13% of Eurogerm's share capital, in the aggregate (the "Promised Shares"), that may be exercised at the end of the offer period and under which NewCo would receive all of the Promised Shares (the "Promises"); and
• the provision of bank financing (without any regulatory conditions precedent).

The Controlling Block will be transferred through the sale and the contribution of the Stakes to NewCo in proportions and under conditions yet to be defined. As a result, following the completion of the Transfer of the Controlling Blocks and the exercise of the Promises (collectively the "Transaction"), certain Sellers and Promisors may hold minority stakes in NewCo alongside the Naxicap Funds, which will jointly hold more than 50% of NewCo's share capital and voting rights.

Several Eurogerm managers would also hold a minority stake in NewCo as part of this LMBO transaction.

It should be noted that Mr. Jean-Philippe GIRARD, the current Chief Executive Officer and Chairman of the Board of Eurogerm, would follow Eurogerm during an interim period of up to twenty-four months, whereas Mr. Benoît Huvet committed, by mutual agreement with the parties to the Transaction and subject to the final completion of the Transaction, to leave his duties as Deputy Chief Executive Officer of Eurogerm and to sell all of his shares in Eurogerm representing 1.23% of its capital simultaneously with the transfer of the Controlling Block.

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Press release

In accordance with the applicable regulation, in the event of the transfer of the Controlling Block, NewCo is required to submit a compulsory simplified tender offer (the "OPAS") for the balance of the Eurogerm securities at the same Price as that paid to the Sellers. The completion of the public offer is subject to the AMF's declaration of compliance. In the event that the thresholds of 90% of the capital and voting rights are crossed further to the OPAS, NewCo would request the implementation of a squeeze-out procedure on Eurogerm.

As the Board of Directors of Eurogerm includes only one independent director, which does not allow for the establishment of an ad hoc committee of at least three members, comprising mainly Eurogerm's independent directors, the appointment of Crowe HAF as an independent expert will be subject to the right of opposition of the Autorité des Marchés Financiers, pursuant to Article 261-1-1 I of the AMF General Regulation. Mr. Philippe Alfroid, the only independent director, welcomed the Transaction, without prejudice to the review of the public offer documentation when it is made available and to the reasoned opinion that will be formulated by the Board of Directors on the OPAS after obtaining the independent expert's report in the event of completion of the acquisition of the Controlling Block.

The execution of final agreements relating to the transfer of the Controlling Block are subject to the prior consultation with Eurogerm's Social and Economic Committee. The completion of the transaction is not subject to any regulatory conditions precedent.

The submission of the OPAS is expected to take place at the latest in the course of the 1st quarter of 2021.

The market will be kept informed of the progress of discussions between the parties.

About Naxicap Partners

Naxicap Partners - an affiliate of Groupe BPCE - a leading player in private equity in France, has 3.5 billion euros in assets under management. Naxicap Partners, a committed and responsible investor, builds a strong and constructive partnership with the entrepreneurs with whom it is partnering to ensure the success of their project. The company has nearly 39 investment professionals in 5 offices located in Paris, Lyon, Toulouse, Nantes and Frankfurt.

About EUROGERM (www.eurogerm.com)

Founded in 1989 by its Chairman and Chief Executive Officer, Jean-Philippe Girard, EUROGERM carries out its activities in the research, development, mixing and marketing of cereal ingredients, technological auxiliaries and improvement agents intended for producers and users of flour and technical cereals, which are mainly millers, bakers and industrial confectioners in France and abroad.

EUROGERM is listed on Euronext Growth Paris, Euronext Group market

ISIN code: FR0010452474 - Mnémo: ALGEM

Contacts

EUROGERM

Jean-Philippe GIRARD

Chief Executive Officer

Tel.: [phone]

SHAN

Financial communication Sarah LEVY-QUENTIN Tel.: [phone]

[e-mail]

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