EXACOMPTA SAS publishes offer prospectus for the acquisition of Biella-Neher Holding AG
- EXACOMPTA SAS, Paris, France (Exacompta) announces a public purchase offer for all publicly held registered shares of Biella-Neher Holding AG, Brügg (BE), Switzerland (Biella) at a price of CHF 4607 in cash per share.
- Exacompta intends to acquire full (100%) control of Biella through the offer.
- The acquisition of Biella by Exacompta is intended to pool the resources of the com-panies to consolidate and expand the market positions of both companies.
- Biella's Board of Directors unanimously supports the offer and recommends it to shareholders.
Exacompta and Biella jointly announced today that the two companies have signed a transaction agreement under which Exacompta will make a public tender offer for all outstanding and publicly held registered Biella shares at a price of CHF 4607 per share in cash.
Biella's Board of Directors has unanimously decided to support Exacompta's public tender offer and recommend it to Biella shareholders for acceptance. The Board of Directors notes that a merger will bring significant strategic, operational and financial benefits to both companies.
Each anchor shareholder, i.e., EGS Beteiligungen AG, nebag ag and Neher Holding AG (52.69% of Biella shares in total), has signed a conditional share purchase agreement upon publication of the Offer Prospectus, which establishes its obligation to sell all of its Biella shares to Exacompta. The purchase price corresponds to the offer price and the execution of these share purchase agreements is conditional upon the fulfilment of all conditions of the public purchase offer.
The public purchase offer is dependent on a minimum acceptance rate of 75%, the approval of all relevant supervisory and competition authorities and other usual offer conditions. A summary of the key terms of the Transaction Agreement will be included in the Offer Prospectus, which is expected to be published on the 14th March 2019. The Offer Prospectus as well as other related information is available on the Internet at www.biellagroup.com/uebernahmeangebot and www.exacomptaclairefontaine.com.
The offer period is expected to begin on the 15th March 2019 and to end on the 12th April 2019. The subsequent grace period is expected to run from the 17th April 2019 to the 8th May 2019.
The Berner Kantonalbank (BEKB | BCBE) has been commissioned with the practical execution of the offer. Kellerhals Carrard is acting as legal advisor and KPMG as M&A advisor to Biella; Homburger AG is acting as legal advisor to Exacompta.
Contact and Coordinates
Biella-Neher Holding AG
Assistant to the Group Management
Phone: +41 32 366 34 04
Mr Marco Arrigoni
Chairman of the Supervisory Board:
Rolf U. Sutter
Phone: +33 1 40 40 44 44
About Biella and ExacomptaEXACOMPTA SAS is a simplified joint-stock company (société par actions simplifiée) under French law, with registered offices in Paris, France and is registered in the Paris Trade and Companies Register under the company number R.C.S. 702 047 564.
Exacompta is a directly controlled subsidiary of Exacompta Clairefontaine, a joint-stock company under French law (société anonyme à conseil d'administration) with registered offices in Etival, France and in the Commercial and Companies Register of Epinal under the number R.C.S. 505 780 296. Exacompta Clairefontaine shares are traded on Euronext Paris (ticker symbol: EXAC).
As part of the Exacompta Clairefontaine Group, Exacompta is one of Europe's leading manufacturers of filing products, diaries, stationery, business and household books, calendars, photo albums, fine papers and office supplies with over 90 years of experience and twelve production sites in Europe.
Biella-Neher Holding AG is a joint-stock company under Swiss law with its registered office in Brügg (BE), Switzerland and is registered in the Commercial Register of the Canton of Berne under the company number CHE-101.834.837. Biella shares can be purchased on the OTC-X, an electronic trading platform of BEKB | BCBE for unlisted Swiss companies, among others. Exacompta intends to cause this trade to cease.
This media release is for information purposes only and constitutes neither an offer to sell nor a solicitation to buy any securities. The public offer to purchase all publicly held shares of Biella-Neher Holding AG is made exclusively through and on the basis of an offer prospectus to be published. Any decision regarding the acceptance of the public offer should only be made on the basis of the offer prospectus.
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