Givaudan SA (SWX:GIVN) made an offer to acquire the remaining 59.5% stake in Naturex S.A. (ENXTPA:NRX) for approximately €770 million on March 26, 2018. Givaudan will acquire all remaining outstanding shares of Naturex at a price of €135 per share. In a related transaction, Givaudan SA entered into a combination agreement to acquire 40.5% of Naturex S.A. for approximately €520 million. Givaudan has entered into a bank loan to fully finance the offer. Givaudan has indicated that it intends to implement a mandatory squeeze-out procedure and delisting of Naturex's shares from Euronext Paris in the event that the minority shareholders do not represent more than 5% of Naturex’s share capital or voting rights at the closing of the offer. The completion of the tender offer is subject to reaching the mandatory overall acceptance threshold of 50% of Naturex’s share capital or voting rights, the recommendation of the tender offer by Naturex Board and the absence of change or withdrawal of such recommendation, obtaining of the relevant antitrust approvals before the acquisition of shares of Naturex, approval of an exceptional remuneration for the Chief Executive Officer, conditional upon the success of the offer, in consideration for his involvement in the preparation of the offer, obtaining of resignation letters from certain members of the Board members of Naturex, conditional upon the acquisition of the shares and collaboration in different fields. The Board of Directors appointed an ad hoc committee composed of Daniel Chéron and Anne Abriat to follow the work of the appointed independent expert. Naturex will obtain an opinion from an independent expert confirming the fairness of the cash tender offer. Naturex's Board of Directors unanimously approved the Offer on May 24, 2018. As of June 6, 2018, the Board of Directors of Naturex recommended that the shareholders tender their Naturex shares to the offer. As of June 18, 2018, the independent expert opined that the price offered o is fair from a financial point of view for the shareholders of Naturex S.A. As of June 26, 2018, Autorité des Marchés Financiers (AMF) approved the offer. As of August 7, 2018, Givaudan owns directly and indirectly, 9.4 million NATUREX shares, representing 97.24% of the share capital based on the total number of shares as of July 31, 2018. As the threshold for the expiry of a holding exceeding 50% of the capital or voting rights is reached, the offer will be reopened from August 8, 2018 to September 3, 2018 inclusive, under the same conditions as the initial period. At the end of this re-opened offer, GIVAUDAN will proceed with a squeeze-out and the delisting of NATUREX shares from the Euronext Paris stock exchange. The offer will be remain open from June 28, 2018 till August 1, 2018. George Rigo, Alexis Marraud des Grottes, Julien Beloeil, Dimitrie Ramniceanu, Nour Ksibi, Patrick Hubert, Marie-Laure Combet, Noël Chahid-Nourai, Quirec de Kersauson, Anne-Sophie Kerfant, Emmanuel Benard and Chek-Lhy Luu of Orrick acted as legal advisors to Naturex and Alexis Karklins, Romain Le Théo, Louis Le Texier and Geoffroy Bizard of Eight Advisory acted as an independent experts to the Board of Directors of Naturex. Thierry Varène, Gauthier Le Milon, Alban Bouley, Mathieu Perrin and Nans-Sébastien Poirot of BNP Paribas acted as financial advisor and presenting bank for Givaudan SA. Pierre Boschin, Guillaume Suarez and Léo Desrumaux of Messier Maris & Associés, FABER Novel Alpha and Natixis acted as financial advisors for Naturex. Jean-Christophe Sauzey, Christophe Lefaillet, François de Gabrielli, Véronique Bruneau-Bayard, Nicolas de Sevin, Emilie Bourguignon and Olivier Teixeira of CMS Bureau Francis Lefebvre acted as legal advisor to Givaudan.