Pierre-Antoine Capton, Xavier Niel, Matthieu Pigasse, KKR & Co. Inc. and MUTUELLE D'ASSURANCES DU CORPS DE SANTE FRANÇAIS Société d'Assurance Mutuelle made a tender offer to acquire remaining 72.69% stake in Mediawan SA for approximately 280 million.
The transaction is subject to obtaining the competition authority approvals of the competent competition authorities, in particular in France, Germany and Austria and the required regulatory approvals, as the case may be. Tender offer will also be subject to Mediawan Alliance obtaining a number of Mediawan shares representing at least 55% of Mediawan's share capital and voting rights, on an outstanding and fully diluted basis. It is contemplated that the tender offer will be filed with the AMF in early July 2020. As on July 28, 2020, the public tender offer will be opened as of July 30, 2020. An ad hoc committee consisting of three independent members of the supervisory board, has been appointed on June 9, 2020 by the supervisory board of Mediawan. The supervisory board will issue a reasoned opinion after the submission by the independent expert of its report on the merits of the tender offer for Mediawan, its shareholders and its employees. Such reasoned opinion will be mentioned in the reply document of Mediawan, the draft of which is expected to be filed with the AMF by Mid-July 2020. The Supervisory board of Mediawan has approved the public tender offer on July 10, 2020. BidCo Breteuil has obtained approval from the Autorité des marchés financiers on July 28, 2020. The transaction was approved by competition authority on September 21, 2020. As October 8, 2020, the offer will be reopened from October 9, 2020 to October 22, 2020. As on October 8, 2020, the takeover bid open between July 20, 2020, and October 5, 2020 enabled Pierre-Antoine Capton, Xavier Niel, Matthieu Pigasse, KKR & Co. Inc. and MUTUELLE D'ASSURANCES DU CORPS DE SANTE FRANÇAIS Société d'Assurance Mutuelle to more than 85%.
Sonia Bonnet-Bernard of Associes En Evaluation Et Expertise Financiere SAS is acting as fairness opinion provider to the Adhoc committee of Mediawan. Michael Maringe and Stéphane Krief of SG Corporate & Investment Banking acted as financial advisors, Olivier Assant, Florence Haas, Laetitia Tombarello, Jean-Florent Mandelbaum, Yelena Trifounovitch, Yann Aguila, Guillaume Froger, Julia Apostle and Karine Sultan of Bredin Prat & Associes and Hengeler Mueller acted as legal advisors for the buyers. Bruno Cavalié, Maud Bakouche, Bastien Thomas, Valérie Ledoux, Frédéric Broud and Fabrice Ryma rz of Racine and Guillaume Kuperfils, Gautier Elies, Alexandre de Puysegur, Laurent Borey, Julien Haure and Nathalie Jalabert-Doury of Mayer Brown acted as legal advisors for Mediawan. Florence Khayat, Michael Wahl, François Gallizia, Rémi Loesch, Adrienne Kanamuigire, Chloé Schmider and Adrienne Kanamugire of Eight Advisory acted as financial advisors for buyers. Olivier Tricou and Alvin Philippe of Natixis, Anthony Gribe, Philippe Esser and Augustin Hay of Neuflize OBC Corporate Finance acted as financial advisors for sellers. Guillaume Martinez of Alvarez & Marsal provided financial due diligence to sellers. Jean-Claude Rivalland of Allen & Overy acted as legal advisor for Mediawan SA. Virginie Molinier, Alexandre Pelletier, Claudia Ambros, Marina Itriago, Celia Juega, Ana de Isabel of Abogados MB acted as legal advisors for buyers. Arnaud Bochet of Hottinguer Corporate Finance acted as financial advisor for sellers. Nicolas Constant, Pierre Pasqual and Matthieu Sommier of Centerview acted as financial advisors for Mediawan and buyers.