PARIS, Feb. 20, 2014 (GLOBE NEWSWIRE) -- Société de la Tour Eiffel's Board (Paris:EIFF), convened on 20 February 2014, having taken note of the take-over bid initiated by SMABTP and having studied the revised Offer document filed with the AMF (French stock exchange authority) on 20 February 2014, has unanimously issued the following reasoned opinion.
A draft response will be filed with the AMF at the latest five days after the AMF's compliance statement.
BOARD'S REASONED OPINION
A Board meeting of the Société de la Tour Eiffel (the "Company") was held on 20 February 2014 at its Registered Office, under the chairmanship of Mr. Mark Inch, to consider the public tender offer that the SMABTP (the "Offeror") has filed to the Autorité des Marchés Financiers ("AMF") on the shares of the Company (the "Offer").
The reasoned opinion which follows was given unanimously by the directors, namely Mr. Mark Inch, Mr. Renaud Haberkorn, Mr. Robert G. Waterland, Mr. Frédéric Maman, Ms. Mercedes Erra, Mr. Aimery Langlois-Meurinne, Mr. Richard Nottage and Mr. Philippe Prouillac.
There was produced to the meeting and considered the following documents:
In light of the Offer Document, it was observed that:
In order to give its opinion on the Offer, the Board was assisted in its analysis by the financial and legal advisors of the Company, respectively Rothschild & Cie and Weil Gotshal & Manges. To this end, Board meetings were held on 30 January 2014, and on 12 and 20 February 2014.
In accordance with Article 231-19 of the General Regulation of the AMF, the Board has been asked to review and assess the benefits of the Offer and its consequences thereof for the Company, its shareholders and employees.
The Board has considered the intentions and objectives stated by the Offeror in the Offer Document.
The Board acknowledges that the Offer is in line with the pro-active growth strategy of the Company sought by the management. In particular, the Board noted the following:
The Board noted that the Offer is in line with the continuation of the Company's activity and development and should not have any particular impact on the Company's policy regarding employment and the management of labour relations and human resources. In particular, the Board noted the following items resulting from the intentions stated by the Offeror in the Offer Document:
The Board noted that, contrary to customary practice in the context of a public tender offer, the Offeror has not provided a liquidity mechanism to the benefit of the holders of free shares or stock options who will be unable to respond to the Offer as a result of the applicable legal and contractual lock-up periods.
The Board indicated that the Offeror's stake building in the Company may significantly reduce the free float of the shares of the Company, thus making it difficult to sell the shares emanating from the exercise of stock options and free shares at the end of their legal lock-up periods. Thus, it encourages the Offeror to supplement the Offer and foresee such a liquidity mechanism which is customary in the context of public tender offers for 100% of the share capital of a company.
After having reviewed the evaluation work prepared by Rothschild & Cie, financial advisor of the Company, and after having discussed it, the Board observes that:
In view of the foregoing, the Board of Directors of the Company unanimously considers that, subject to the items to be clarified set out below, the Offer is in the interests of the Company and its employees and will enable the Company to have a stable shareholder structure in order to pursue its development.
However, the Board notes that the Offeror reserves the right to forego the SIIC status. It emphasizes, in the context of the Offer, that it is important, specifically for shareholders wishing to remain invested in the Company, that the Offeror promptly clarifies its intentions with regard to retaining the Company's SIIC status.
The Board furthermore considers that the price of € 48.0 per share proposed by the Offeror does not sufficiently reflect the intrinsic value of the Company, while noting that the Offer does represent an opportunity for shareholders who wish to benefit from a full and immediate liquidity.
The Board decides not to tender the 72,594 treasury shares held by the Company, in so far as these are earmarked for attribution to beneficiaries of existing free shares and stock options and for external growth operations.
The Board notes that all of the Company's directors have expressed their intentions to tender to the Offer 51% of the shares they hold in the Company, provided that the shares in question are not subject to a fiscal or legal lock-up period or an obligation to retain them because of the holders' capacity as a corporate officer in accordance with the Company's articles of association.
In compliance with French regulations, the take-over documentation setting out the terms of conditions of the Offer will be submitted to the AMF. The present communication is given for information only. It does not constitute a take-over bid for the shares of Société de la Tour Eiffel and is not valid outside France. Distribution of this communiqué can be legally restrained in certain jurisdictions and, consequently, all persons in possession of it must refer to and respect the prevailing legal restrictions. The Company declines all responsibility in the event of transgression of local rulings.
About Societe de la Tour Eiffel
A listed real estate investment company (SIIC) on NYSE Euronext Paris, the company pursues a strategy focused on the ownership and the development of quality offices mainly in Paris and its region capable of attracting a wide range of tenants The company's portfolio stood at 809 million Euros of assets as at 30 June 2013. Societe de la Tour Eiffel is listed on NYSE Euronext Paris (compartment B) - ISIN code: 0000036816 - Reuters: TEIF.PA - Bloomberg EIFF.F. Indexes: GIEIF Foncières, IEIF Immobilier France.
|Tel :+33 (0)1 71 16 19 13/+33 (0)6 71 91 18 83|
Société de la Tour Eiffel : Board's reasoned opinion http://hugin.info/143560/R/1763639/597740.pdf