Pizzorno Environnement: Paprec's Tender Offer at €62.50 Deemed Fair Despite Minority Shareholder Objections
Targeting 991,088 shares, representing 24.78% of the capital of Groupe Pizzorno Environnement, the simplified public tender offer filed by Paprec Group will remain open for 10 trading days and will not be followed by a mandatory squeeze-out, as the concert formed with the Pizzorno-Devalle family already holds 75.22% of the capital and 82.43% of theoretical voting rights.
Favorable Expert Assessment, Unanimous Board Recommendation for Tender
The Crowe HAF firm, independent expert mandated by the board of directors, concluded in its report of July 27, 2026, and in an addendum of October 9, 2026, that the price of €62.50 per share is fair, from a financial perspective, for minority shareholders. This price is identical to that paid by Paprec Group for 1,225,617 shares (30.64% of the capital) acquired from the Pizzorno-Devalle family in June 2026.
According to the expert, it reflects a premium of 10.2% over the value derived from discounted cash flows (€56.70), 6.0% and 9.9% over weighted average prices at 60 and 20 days (€58.99 and €56.89), and 19.2% over the comparable listed companies method (€52.45).
The board of directors on July 28, 2026, following the unanimous recommendation of the ad hoc committee, unanimously considered that the offer is in accordance with the interests of the company, its shareholders and its employees. It recommended to shareholders wishing to benefit from immediate liquidity to tender their securities, while noting that those wishing to retain them have the option not to do so.
The Pizzorno-Devalle family has committed not to tender its shares, as have the board chairman, Mathieu Petithuguenin, for the share he holds, and independent director Reynald Gorini, for his 65 shares. The 135,917 treasury shares will not be tendered. The opening will be preceded by an opinion from the AMF and an opinion from Euronext Paris setting its timeline.
Minority Shareholder Challenges: Expert and AMF Responses
A minority shareholder argued that the price of €62.50 would be insufficient. According to him, the price resulting from the purchase commitment could not serve as the primary reference, as it would result from a contractual formula and would constitute a ceiling price; the business plan would be "highly pessimistic" given recent performance and an order book of one billion euros; finally, the security would not be liquid enough for the share price to constitute a relevant reference.
The AMF noted that the expert had responded in detail to these arguments and considered that the June 2026 transaction, while not sufficient in itself to justify the price, remains a relevant reference in a multi-criteria analysis.
Regarding the business plan, the Authority indicates that the terminal value (56% of the enterprise value derived from discounted cash flows) assumes the perpetual maintenance of the contribution from the Pierrefeu-du-Var site, which represents 40% of EBITDA.
However, this site must, according to the company, close no later than 2034 due to reaching its maximum landfill capacity, with no replacement site having been identified to date.
The gap between the average annual growth of 6.7% achieved between 2020 and 2025 and that of 2.1% retained for 2026-2029 is explained, according to the company, primarily by non-recurring items, notably the decrease in exceptional volumes at the Ecopôle Azur Valorisation site between 2024 and 2027.
The expert notes that the order book of €1.0 billion as of September 10, 2026 is already included in the business plan and that it "shows a decline" compared to the €1.12 billion published on May 6, 2026.
