24.01.2014 12:00:00

Implementation of a Squeeze-out of the Shares of Meetic Following the Simplified Tender Offer Initiated by Match.com France Limited

Regulatory News:

Meetic (Paris:MEET):

The following translation is provided for information purposes only and is not intended to substitute the original French language press release entitled "Mise en œuvre du retrait obligatoire visant les actions Meetic consécutivement à l'offre publique simplifiée initiée par la société Match.com France Limited” which was published on January 24, 2014.

This press release does not constitute and must not be considered as an offer to purchase Meetic shares or a solicitation of such an offer. The distribution of this press release may be subject to restrictions, applicable in accordance with laws in effect in relevant jurisdictions outside France.

 

This press release was prepared and distributed on January 24, 2014, in accordance with Article 237-16 III of the general regulation of the French stock market authority (Autorité des marches financiers) (the "AMF") and article 9 of AMF instruction no. 2006-07 dated July 25, 2006.

AMOUNT OF THE COMPENSATION:

18.75 EUROS PER MEETIC SHARE

1. TARGET COMPANY

Meetic, a French société anonyme having its registered office at 6 rue Auber, 75009 Paris, registered with the Companies Registry of Paris under number 439 780 339 ("Meetic" or the "Company"), whose shares are traded on Compartment B of the regulated stock exchange of NYSE Euronext in Paris under ISIN code FR0004063097, with the trading symbol "MEET".

2. OFFEROR

Match.com France Limited, a company organized and existing under the laws of England and Wales, registered with the Companies Registry of England and Wales under number 8571376, having its registered office at 40 Bank Street, Canary Wharf, London E14 5DS England (the "Offeror")

3. CONTEXT OF THE SQUEEZE-OUT

Following the simplified tender offer initiated by Match.com France Limited targeting the Meetic shares which took place from December 13, 2013 to January 21, 2014 (the "Offer"), the Offeror holds directly and indirectly, through its subsidiary Match.com Europe Limited, 23,007,910 Meetic shares and voting rights, representing 98.06% of the share capital at least 97.36% of the voting rights of the Company1 (See AMF notice no. 214C0129 dated January 22, 2014).

The holders of the 276,669 free shares (representing 1.18% of the share capital of the Company) granted by the Company under free shares plans – which are vested and currently subject to a lock-up period – have entered into a liquidity agreement with the Match.com group which constitutes a firm and irrevocable commitment to transfer such shares to the Match.com group upon expiration of the applicable lock-up period in case of squeeze-out (See AMF notice no. 213C1911 dated December 10, 2013).

By letter dated January 22, 2014, BNP Paribas, acting on behalf of Match.com France Limited, informed the AMF that, as indicated in the Offer document approved by the AMF on December 10, 2013 under visa no. 13-660, the Offeror was willing to implement a squeeze-out of the Meetic shares which had not been tendered in the Offer by Meetic's minority shareholders, excluding the 276,669 free shares subject to a lock-up period, in accordance with articles L. 433-4 III of the French financial and monetary code and 237-16, I 2° of the AMF general regulation. In conformity with article 237-5 of the AMF general regulation, the compensation offered under the squeeze-out procedure shall be 18.75 euros per Meetic share, net of all costs.

The conditions set forth in article L. 433-4 III of the French financial and monetary code and articles 237-14 et seq. of the AMF general regulation are satisfied:

  • The 179,349 Meetic Shares not tendered in the Offer by the Company's minority shareholders – excluding the 276,669 free shares for which a liquidity program constituting a firm forward transfer commitment has been entered into with Match.com – account, upon closing of the Offer, for 0.76% of the capital and at most 1.47% of the voting rights of the Company.
  • For the purpose of assessing the conformity of the draft Offer document, the AMF has been provided with the valuation report prepared by the presenting bank as well as a report by the firm Associés en Finance acting as independent expert which concluded that the price offered in the simplified tender offer, as well as the potential subsequent squeeze-out, was fair (see AMF notice no. 213C1911 dated December 10, 2013).
  • The compensation offered under the squeeze-out procedure is equal to the Offer price, i.e. 18.75 euros per Meetic share.

4. TERMS AND CONDITIONS OF THE SQUEEZE-OUT

Pursuant to AMF notice no. 214C0138 dated January 23, 2014, the squeeze-out shall occur on January 31, 2014, for a compensation of 18.75 euros per Meetic share and shall target 179,349 Meetic shares, representing 0.76% of the share capital and at most 1.47% of the voting rights of the Company. The Meetic shares shall be delisted from Compartment B of the regulated stock exchange of NYSE Euronext in Paris on the same day.

The amount corresponding to the compensation will be paid by the Offeror on a blocked account opened for this purpose with BNP Paribas Securities Services, acting as centralization agent for the cash indemnity transactions. After the closing of the Euroclear France affiliated accounts, the financial intermediaries of the account holders will credit the accounts of the Meetic shareholders with the applicable consideration. Any amounts which have not been attributed, corresponding to the consideration relating to the Meetic shares for which the Meetic shareholders will have remained unknown, will be kept by BNP Paribas Securities Services for a ten-year period starting on the squeeze-out implementation date and transferred to the French Caisse des dépôts et consignations at the expiry of such ten-year period. Such amounts will remain available to the former Meetic shareholders subject to any rights which may be exercised by the French State upon expiration of a 30-year period.

NYSE Euronext has published in agreement with the AMF the timetable of the squeeze-out procedure and the delisting of the Meetic shares from the regulated stock exchange of NYSE Euronext in Paris.

4. DOCUMENTS MADE AVAILABLE FOR THE SQUEEZE-OUT AND CONTACTS

The offer document approved by the AMF on December 10, 2013 under no. 13-660 as well as the document entitled "Information concerning the legal, financial and accounting characteristics of Match.com France Limited" are available on the AMF (www.amf-france.org) and IAC (ir.iac.com/meetic.cfm) websites. They may also be obtained free of charge from BNP Paribas, 4 rue d'Antin – 75002 Paris.

The response document prepared by Meetic and approved by the AMF on December 10, 2013 under visa no. 13-661 as well as the document entitled "Information concerning the legal, financial and accounting characteristics of Meetic" are available on the AMF (www.amf-france.org) and Meetic (www.meetic-corp.com) websites. They may also be obtained free of charge from Meetic SA, 6 rue Auber – 75009 Paris.

1 Based on a capital consisting of 23,463,928 shares accounting for 23,631,371 voting rights, in accordance with the provisions of Article 223-11, § 2 of the AMF general regulation.

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