Adeunis: Webdyn Prepares a Simplified Public Tender Offer Before a €1.7M Recapitalization
Adeunis announces a capital reduction project to zero followed by a capital increase of 1.7 million euros, as well as a voluntary simplified public tender offer initiated by Webdyn, a shareholder holding 76.67% of the capital.
Capital Restructuring at Adeunis
The Board of Directors of Adeunis has decided on a capital reduction to zero due to losses, conditional upon a capital increase with the maintenance of shareholders' preferential subscription rights. This operation, known as the 'Accordion Operation', aims to improve the company's equity structure. The capital reduction involves an amount of €1,378,662 and would result in the cancellation of the existing 4,595,540 shares composing the capital. The subsequent capital increase would amount to approximately €1.7 million at a price of €0.84 per share (including issue premium). Webdyn commits to subscribing to the entire capital increase, notably by offsetting its current account advance claim of €1.227 million as of December 31, 2025.
Financial Situation and Future Prospects
The accounts as of December 31, 2025, show a net loss of €2,775 thousand and negative equity of €1,596 thousand. The General Assembly on June 26, 2025, noted that the equity had fallen below half of the share capital and decided to continue operations without early dissolution. According to the law, the company is required to restore its equity or proceed with a capital reduction. The planned Accordion Operation would improve the equity level but would not alone restore it to at least half of the share capital. Additional recapitalization operations or capital reductions will need to be implemented. The evolution of the financial situation could lead the corporate bodies and shareholders to reassess the relevance of continuing operations.
Webdyn's Proposed Public Tender Offer
Webdyn intends to file a preliminary project for a voluntary simplified public tender offer targeting the Adeunis shares it does not hold, at a price of €0.84 per share, representing a premium of 15.9% over the last stock price on April 15, 2026, and 19.1% over the weighted average of the last 60 trading days. The Offer also targets an outstanding warrant. Webdyn contemplates a mandatory withdrawal if the non-contributing minority shareholders represent less than 10% of the capital. Adeunis shareholders will have three options: tender their shares to the Offer and receive immediate liquidity; keep their shares, participate in the capital increase, and hold a stake after the Accordion Operation; or not tender their shares to the Offer and not participate in the capital increase, which would result in the cancellation of their shares without compensation during the capital reduction to zero, except in the case of mandatory withdrawal. The Offer is expected to occur during the third quarter of 2026.
