Kokusai Pulp&Paper Co.,Ltd. (TSE:9274) entered into a share purchase agreement to acquire 75.2% in Antalis Société anonyme (ENXTPA:ANTA) from Sequana SA for €5.3 million on May 19, 2020. Kokusai Pulp & Paper Co., Ltd. will acquire 53.4 million shares at €0.1 per share, subject to limited downward price adjustment on the closing date, as the case may be. The transfer of shares is subject to the receipt of a release of pledges from Bpifrance Participations SA and Impala Security Solutions B.V. on Antalis shares currently held by Sequana as well as other customary conditions precedent.

The transaction is not subject to the approval of the French, European or foreign competition authority in charge of merger control. The deal is expected to close in early July 2020. Goldman Sachs acted as financial advisor in the transaction. De Pardieu Brocas Maffei acted as legal advisor to Kokusai Pulp & Paper Co., Ltd. Darrois Villey Maillot Brochier and Cleary Gottlieb Steen & Hamilton LLP (France) acted as legal advisor to Sequana SA. Fabienne Beuzit and Diane Senechal of Jones Day acted as legal advisor to Antalis Société anonyme. Change acted as legal advisors in the transaction. Saam Golshani, Alexis Hojabr, Franck De Vita, Samir Berlat, Alexandre Jaurett, Estelle Philippi, Ben Davies and Nicholas Greenacre of White & Case acted as legal advisor to the senior secured lenders to Antalis namely, Kartesia, CVC, Cheyne and Whitebox as well as BNP Paribas, Natixis and HSBC.

Kokusai Pulp&Paper Co.,Ltd. (TSE:9274) completed the acquisition of 75.2% in Antalis Société anonyme (ENXTPA:ANTA) from Sequana SA on July 21, 2020. Kokusai Pulp&Paper Co.,Ltd. also completed the the acquisition of shares from Bpifrance. Kpp is now the majority shareholder and holds 83.7%. KPP will draft a tender offer at a price of €0.73 per share with the Autorité des marchés financiers for all Antalis shares not held by it to date and intends to acquire 11.039964 million shares. KPP will announce the launch date of the tender offer and other details once they are determined by the French market authority. In addition, KPP has announced its intention to request the implementation of a squeeze-out procedure at the same price, if the conditions provided by law and regulation are met. Board of Directors of Antalis met on July 21, 2020, in its composition preceding the entry of the proposed directors KPP, in order to deliver its reasoned opinion on the draft Offer. After consulting its ad hoc committee and having taken note of the report by Finexsi, appointed as an independent expert, the Board of Directors of Antalis considered that the Offer constitutes an opportunity for Antalis shareholders to sell their shares at a price significantly higher than that offered by KPP to Sequana and Bpifrance Participations as part of the transfer of control. The board of directors therefore unanimously decided to issue a favorable opinion on the Offer which is in the interests of Antalis, its employees and its shareholders, and recommended to the shareholders of Antalis to tender their shares to the Offer. Pascal Lebard, Chairman of the Board of Directors of Antalis, Cécile Helme-Guizon and Bruno Basuyaux have resigned from their mandates as Directors. As proposed by Kokusai Pulp&Paper, Madoka Tanabe, Yasuyuki Sakata and Shojiro Adachi were opted as Board of Directors.