Lexibook: AMF Approves Doodle's €8 Tender Offer, Challenged by Minority Shareholders
The €8 price represents a premium of 37.9% over the closing price on June 3, 2026, the day the offer was announced, and Doodle SAS plans a squeeze-out if minority shareholders hold no more than 10% of the share capital and voting rights.
An Offer for 11.65% of the Share Capital, Followed by a Possible Delisting
The Autorité des marchés financiers (AMF) declared compliant, on November 5, 2026, the simplified tender offer filed by CIC on behalf of Doodle SAS, a holding company owned 56% by the Le Cottier family and 44% by Lawrence Rosen LLC.
The offer, open for 10 trading days, covers 904,539 shares, or 11.65% of the share capital.
Since the filing of the project on July 6, 2026, Doodle SAS has acquired 48,191 shares at the offer price, raising its stake from 87.73% to 88.35% of the share capital.
The price of €8 represents a premium of 49.0% over the volume-weighted average price of the 60 trading sessions preceding the announcement, which stood at €5.37.
A squeeze-out would be carried out no later than three months after the close of the offer, with compensation of €8 per share, net of all costs, and would result in the delisting of the shares from Euronext Growth Paris. The timetable of the offer will be set by the AMF, and the company holds no treasury shares.
The initiator justifies the transaction by a limited free float and restricted liquidity, and intends to reduce the constraints and costs associated with listing. It does not anticipate any significant synergies and indicates that the offer should have no impact on employment within the company.
A Price Deemed Fair by the Expert, Challenged by Minority Shareholders
The firm Crowe HAF, appointed independent expert on May 6, 2026, concluded that the price was fair in its report of July 27, 2026, including in the context of a squeeze-out, and then confirmed this conclusion in an addendum dated October 20, 2026. The Lexibook supervisory board issued its reasoned opinion on July 27, 2026.
Minority shareholders considered the price insufficient. They challenged the business plan, which assumes an average annual revenue growth of 1.2% over 2026-2033 and an EBITDA margin of 7.1% in 2033, as well as a normative working capital requirement of 35.3% of revenue, compared with 22.1% as of March 31, 2026.
They also questioned the independence of two members of the ad hoc committee, who have sat on the supervisory board for approximately 15 and 13 years. The AMF noted that the company refers to the Middlenext code, which sets no threshold for term length, and considered that there was no reason to oppose the appointment of the expert.
The AMF stresses that recent growth relied essentially, according to the company, on a license that the independent expert estimates accounted for 23% and then 35% of revenue for the fiscal years ended March 31, 2025 and 2026. From April to August 2026, sales under this license declined by 63.8% and now represent only 16.5% of revenue.
The AMF also cited Lexibook's press release of October 14, 2026: revenue of €16.6 million over the first five months of the fiscal year, down 17.2%, and an operating loss of €1.0 million over the first four months, compared with a profit of €1.2 million a year earlier.
The expert raised the EBITDA margin assumption to 12.3% starting in 2029. His tests yield €7.86 per share with a normalization of the license, €7.40 with an average annual growth of 5%, and €10.15 with 16%, an assumption that, in his view, implies 30% annual growth in 2029 and 2030, a pace never historically observed.
Regarding working capital requirements, the AMF considered the expert's restatement consistent given the seasonality linked to year-end holidays. Normalized over two or three fiscal years, it would yield respectively €7.49 and €7.20 per share using the discounted cash flow method, a level below the offer price.
