PRESS RELEASE RELATING TO THE FILING OF DRAFT DOCUMENT PRESENTED BY LEGUIDE.COM
IN RESPONSE TO THE TENDER OFFER MADE BY LAGARDÈRE ACTIVE
IMPORTANT NOTICE
A draft response document was established and filed with the
Autorité des marchés financiers (the "AMF") on 23
August 2012, in accordance with the provisions of article
231-19 of the AMF regulation.
This press release has been prepared by LeGuide.com and is
issued pursuant to the provisions of article 231-26 of the
AMF regulation.
The tender offer project, the draft offer document of
Lagardère Active and the draft response document of
LeGuide.com remain subject to the AMF review.
1. PRESENTATION OF THE OFFER
Pursuant to Title III of Book II and more specifically to
articles 235-2 et seq. of the AMF
regulation, Lagardère Active, a société par actions
simplifiée, with a share capital of 1,360,000,000
Euros, having its registered office at 149-151, rue Anatole
France - 92300 Levallois Perret
registered with the Companies Registry of Nanterre under
number 433 443 124 ("Lagardère Active" or the "Offeror"), is
offering to the shareholders of LeGuide.com, a société
anonyme with a share capital of 1,769,0161
Euros, divided into 3,538,032 shares of 0.50 Euro of nominal
value each, having its registered office at 4, rue d'Enghien
- 75010 Paris registered with the Companies Registry of Paris
under number 425 085 875 ("LeGuide.com" or the "Company"), to
purchase, under the conditions set out below (the "Offer"),
at a price per share of 28 Euros, all of the shares of the
Company not held by the Offeror that are listed on the
organized multilateral trading facility NYSE Alternext market
of NYSE Euronext ("NYSE Alternext") under ISIN code
FR0010146092, trading symbol ALGUI, issued or that may be
issued and sold during the Offer period (the"Shares").
The Offer is the consequence of the acquisition of 2,115,532
shares by the Offeror from various shareholders of
LeGuide.com in connection with the contractual voluntary
purchase offer, made by Lagardère SCA, acting on behalf and
for the account of its subsidiary Lagardère Active, which was
opened from 9 May to 12 June 2012 and whose settlement took
place on 28 June 2012 (the "Contractual Offer"). Taking into
account the 38,828 shares of LeGuide.com already held before
the beginning of the Contractual Offer, the Offeror holds
2,154,360 shares of LeGuide.com, representing 60.89% of the
share capital and 58.14% of the voting rights of LeGuide.com.
The Offer is mandatory pursuant to articles 234-2 and 235-2
of the AMF regulation.
Natixis, as sponsor bank of the Offer, filed the draft Offer
and the draft Offer document with the AMF for the account of
the Offeror on 20 August 2012. In accordance with the
provisions of article 231-13 of the AMF regulation, Natixis
guarantees the content and the irrevocable nature of the
commitments made by the Offeror in connection with the
Offer.
The Offer is for the purchase of all of the Shares,
representing a maximum of 1,411,062 Shares, divided into
1,383,672 existing Shares and a maximum of 27,390 Shares that
may be issued upon
1 The amount of the share capital is taking into account the exercises until 31 July 2012 of the warrants (bons de souscription de créateur d'entreprise) which were not already registered with the Companies Registry.
the exercise of outstanding warrants (bons de souscription de
parts de créateur d'entreprise) (the
"BSPCE") and tendered during the Offer period.
The Offer does not cover the 35,086 free shares of
LeGuide.com granted on 20 April 2012 which, in accordance
with their free shares plan and the decisions of the board of
directors dated
20 April 2012, are not yet issued and will be issued after a
two-year acquisition period, i.e. 19
April 2014, subject to the satisfaction of the plan's
conditions. The Offer does not target the
56,134 BSPCE which will not be exercisable before the closing
of the Offer.
The Offer will be open for a period of ten (10) trading days.
Prior to the opening of the Offer, the AMF and NYSE Euronext
will respectively publish a notice of opening and a notice
announcing the terms and the timetable of the Offer.
2. REASONED OPINION OF THE BOARD OF DIRECTORS OF LEGUIDE.COM Pursuant to article 231-19 of the AMF regulation, the board of directors of the company met on
23 August 2012.
The extract of the minutes of this meeting on the reasoned
opinion on the Offer is as follows: "The Board, having
considered the terms of the tender offer, the reasons and
intentions of Lagardère Active and the
valuation elements set out in the draft offer document of
Lagardère Active and the report of the independent
appraiser, after having deliberated, believes that the tender
offer project is in the interests of the Company, its
shareholders and its employees, and decides to approve,
unanimously, the tender offer as described in the draft offer
document of Lagardère Active and recommend that shareholders
wishing to receive an immediate liquidity tender their shares
in the tender offer.
The Board specifies that the tender offer is on all the
shares of LeGuide.com not held by Lagardère Active, including
shares that may be subscribed for and sold before the end of
the Offer by holders of warrants (bons de souscription de
parts de créateur d'entreprise) allocated by LeGuide.com
under different plans, but excluding the
35,086 free shares allocated by LeGuide.com on 20 April 2012
that will be created at the end of a vesting period
of two years, i.e. on 19 April 2014, subject to the
satisfaction of the conditions of the plan thereto."
3. REPORT OF THE INDEPENDENT APPRAISER
The board of directors of the Company has appointed on 16
July 2012 cabinet Ledouble SA as an independent appraiser on
the basis of article 261-1 of the AMF regulation. The
conclusions of the independent appraiser on the Offer are as
follows:
"At the end of our valuation work in respect of LeGuide.com
shares, we adopt the following conclusion:
1. The price of the improved Offer of €28 represented a level
of premium on the valuations in respect of the stock market
comparisons and the share price before the announcement of
the Initial Offer which was incentive enough to enable the
Offeror to take control of the Target.
2. The price of this Offer at €28 is positioned within the
range of the analog evaluation positioning the value of
the
LeGuide.com shares to a level comparable to the Offer
price.
3. This value is located in the crossing of an analog value
and intrinsic value (presented for cross checking purposes),
which by construction integrate the deployment of Ciao within
LeGuide.com, of which we have only a vision limited to budget
data; they do however not reflect the risk posed by the
omnipresence of Google on the future of the Company.
4. The recent takeover of LeGuide.com by Lagardère Active,
which comes in the wake of the acquisition of Ciao, has not
yet enabled the Offeror to finalise the strategy of the
Target.
5. We do not have information in respect of the management
package of Mr Olivier Sichel which is likely to be
implemented at the end of the Offer, and therefore we are not
able to quantify its impact.
2
6. The simplified tender offer for which we are appointed
does not cover the delisting of the Target; it looks finally
to a reopening of the improved Offer for shareholders wishing
to find a liquidity on their participation in the share
capital of LeGuide.com.
In this context, we are of the view that the proposed prices
of €28 is fair from a financial standpoint for minority
shareholders voluntarily tendering their shares in order to
benefit from the liquidity offered, in the context of an
optional offer made to the shareholders of LeGuide.com
without any squeeze out."
4. ACCESS TO THE OFFER DOCUMENTATION AND INVESTORS CONTACT
The draft response document prepared by LeGuide.com is
available on the websites of the AMF (www.amf-france.org) and
of LeGuide.com (www.leguide.com) and is made available free
of charge to the public at the headquarters of LeGuide.com:
4, rue - 75010 Paris Enghien.
Pursuant to article 231-28 of the AMF regulation, information
on the characteristics, including legal, financial and
accounting of LeGuide.com, will be made available to the
public no later than the day before the opening of the
Offer.
Investors Contact
LeGuide.com Actifin
Olivia Fuchs Anaïs de Scitivaux
+33 1 55 43 37 29 +33 1 56 88 11 14 finance@LeGuide.com adescitivaux@actifin.fr
3
distributed by |