Altice NV : ALTICE CROSSES THE 95% OWNERSHIP THRESHOLD IN SFR GROUP
August 10, 2017 - 8.15 am (CET)
ALTICE CROSSES THE 95% OWNERSHIP THRESHOLD
IN SFR GROUP
A BUYOUT OFFER FOLLOWED BY A SQUEEZE-OUT WILL BE LAUNCHED AT A PRICE OF €34.50 PER SFR GROUP SHARE
On August 9, 2017, Altice N.V. (Euronext: ATC, ATCB) has entered into several agreements relating to the acquisition of SFR Group shares through exchanges against Altice N.V. common shares A.
These agreements ensure the holding by the Altice group of 95.9% of the share capital and voting rights of SFR Group.
As a result, the Altice group announces its intention to file with the French financial market authority (AMF), in September 2017, a buyout offer followed by a squeeze-out for the remaining SFR Group shares for a price of €34.50 per share.
Pursuant to applicable French regulation, the Board of directors of SFR Group will issue a reasoned opinion on the contemplated offer, on the basis of the report of an independent expert evaluating the financial conditions of such offer. In this context, the Board of directors of SFR Group has appointed Finexsi as an independent expert mandated to issue a report regarding the fairness of the financial conditions of the contemplated offer. In addition, the Board of directors of SFR Group has appointed Perella Weinberg Partners to act as financial advisor to the company.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA AND IN AUSTRALIA, CANADA OR JAPAN
This announcement contains important information which should be read carefully before any decision is made with respect to the buyout offer. If you are in any doubt as to the contents of this announcement, the buyout offer or the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose SFR Group shares are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such SFR Group shares pursuant to the buyout offer. The Altice group does not make any recommendation whether SFR Group shareholders should tender SFR Group shares pursuant to the buyout offer.
OFFER AND DISTRIBUTION RESTRICTIONS The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Altice group to inform themselves about and to observe any such restrictions. This announcement does not constitute an offer to buy or a solicitation of an offer to sell the SFR Group shares (and tenders of SFR Group shares in the buyout offer will not be accepted) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws requires a buyout offer to be made by a licensed broker or dealer and any affiliate of the Altice group is such a licensed broker or dealer in any such jurisdiction, such buyout offer shall be deemed to be made by such affiliate on behalf of the Altice group in such jurisdiction.
United States. The buyout offer will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The SFR Group shares may not be tendered in the buyout offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the draft offering document and any other documents or materials relating to the buyout offer will not be, and shall not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. persons or any persons located or resident in the United States. Any purported tender of SFR Group shares in a buyout offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of SFR Group shares made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of SFR Group shares participating in the buyout offer will represent that it is not a U.S. person, it is not located in the United States and it is not participating in such buyout offer from the United States or it is acting on a nondiscretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in such buyout offer from the United States. For the purposes of this paragraph, United States means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
United Kingdom. The communication of the draft offering document and any other documents or materials relating to the buyout offer will not be made, and such documents and/or materials will not be approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials will not be distributed to, and shall not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion will only be made to (i) persons who are outside the United Kingdom, (ii) investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)), (iii) persons falling within Article 43(2) of the Financial Promotion Order, or (iv) any other persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). Any person in the United Kingdom who is not a Relevant Person should not act or rely on this document or materials or any of their content. Any investment or investment activity to which these documents or materials relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. The documents and materials and their contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom.
This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.