Tarkett Group Issues Draft Order to Take Company Private
Paris, FR, May 24, 2021-Tarkett Group has issued a draft simplified tender offer. Société Investissement Deconinck, the controlling owners of the company, are attempting to buy all outstanding shares for €20 per share.
“In accordance with Article L. 433-4(II) of the French Monetary and Financial Code and Articles 237-1 and following of the AMF’s general regulation, in the event that, after this Offer, the number of Tarkett shares not tendered to the Offer by minority shareholders (other than shares held by Tarkett in treasury and free shares covered by a liquidity mechanism) does not represent more than 10% of Tarkett’s capital and voting rights, Tarkett Participation intends to file a request with the AMF to carry out, within three (3) months of the closing of the Offer, a squeeze-out in order that the Tarkett shares not tendered to the Offer (other than shares held by Tarkett in treasury and free shares covered by a liquidity mechanism) be transferred to Tarkett Participation in return for compensation per share equal to the Offer price.
“Société Investissement Deconinck (‘SID’ or the ‘Historic Shareholder’) and Trief Corporation SA (the ‘Investor’) (hereinafter referred to, together with the Offeror, as the ‘Concert’), are making an irrevocable offer to all shareholders in Tarkett, a public limited company governed by a supervisory board and a management board, whose registered office is located at Tour Initiale - 1 Terrasse Bellini, 92919 Paris La Défense Cedex, registered with the Nanterre trade and companies register under number 352 849 327 (‘Tarkett’ or the ‘Company,’ and together with its direct and indirect subsidiaries the ‘Group’), to acquire all shares in the Company (the ‘Shares’) that members of the Concert do not own directly or indirectly as of the date of the Draft Offer Document at a price of €20 per Share (the ‘Offer Price’) through a simplified public tender offer as described below (the 'Offer').
“The Shares are admitted for trading on compartment B of the Euronext Paris regulated market (‘Euronext Paris’) under ISIN FR0004188670 (ticker: TKTT).
“As of the date of the Draft Offer Document, the Offer and the members of the Concert together hold 33,222,659 shares in the Company representing 50.68% of the Company’s capital and 50.14% of its theoretical voting rights based on a total of 65,550,281 shares and 66,264,868 theoretical voting rights in the Company, in accordance with Article 223-11 of the AMF’s general regulation.
“The Offer is for:
- all Shares not held directly or indirectly by the Offeror, alone or in concert, that are already issued, except for Shares held in treasury by the Company, it being stipulated that this represents, as of the date of the Draft Offer Document and to the Offeror’s knowledge, a maximum of 31,935,195 Shares;
- all Shares that may be transferred before the Offer closes as a result of the vesting of shares awarded free of charge by the Company under the 2021 LTIP, i.e. to the Offeror’s knowledge and as of the date of this document, a maximum of 250,377 Shares; making a total maximum of 32,185,572 Shares.”
The whole document can be viewed here.