Fiducial Office Solutions: OPR-RO at €36 per share launched by Fiducial SC
Fiducial SC, holding 99.80% of the capital of Fiducial Office Solutions, has filed with the AMF a draft public withdrawal offer followed by a mandatory withdrawal targeting the remaining 0.20% of the capital, at a price of €36 per share.
An operation concerning minority shares
The Initiator, Fiducial SC, proposes to acquire the 4,302 shares (0.20% of the capital) not held directly or indirectly, representing 0.18% of the theoretical voting rights of the Company. The Offer price is €36 per share, payable exclusively in cash. The Offer will last for 10 trading days in accordance with AMF regulations.
Following the Offer, and subject to AMF's declaration of compliance, the mandatory withdrawal procedure will be implemented. The shares not tendered in the Offer will be transferred to the Initiator at a compensation equal to the Offer price, i.e., €36 per share.
Reasons for the operation and expected impacts
The Initiator aims to acquire the entire capital of the Company and simplify the management of its shareholding. The operation addresses the lack of liquidity of Fiducial Office Solutions shares, which have been traded in low volumes for several years, and offers minority shareholders an exit from the capital.
The implementation of the mandatory withdrawal will allow the Company to be relieved from its regulatory and administrative obligations related to its dual listing on Euronext Paris and the Luxembourg Stock Exchange, and to reduce associated costs. As the Initiator already controls the Company, the Offer will have no impact on the strategy and industrial and commercial policy of Fiducial Office Solutions.
Financing and price evaluation
The acquisition by the Initiator of all the targeted shares would represent a total amount of €154,872 (excluding various fees and commissions), based on the Offer price of €36 per share. The Initiator will finance the amounts due from its own resources. The external fees, costs, and expenses incurred by the Initiator are estimated at approximately €400,000 excluding taxes.
According to the multi-criteria analysis presented, the Offer price represents a premium ranging between 1.5% and 69.5% over the average values of Fiducial Office Solutions obtained using different methods. The fairness of the financial conditions of the Offer will be subject to a fairness opinion issued by an independent expert (Crowe HAF firm).
