Key Terms of the Transaction
The Tender Offer price of €7.00 per share represents a premium of:
22% over the closing price of Medicrea shares on 14 July 2020
33% over the 1-month volume weighted average price of Medicrea shares as of 14 July 2020
56% over the 3-month volume weighted average price of Medicrea shares as of 14 July 2020
The Tender Offer will target all the outstanding shares of Medicrea as well as the shares to be issued upon exercise of the warrants subject to their exercise prior to the closing of the Tender Offer.
Medicrea’s largest shareholders, including founder, president and CEO Denys Sournac as well as certain other key managers, employees and directors of Medicrea, have entered into commitments to tender their shares (including shares to be issued upon exercise of warrants, but excluding, in the case of Denys Sournac and managers, free shares under lock-up period) in the Tender Offer.
These commitments remain revocable in case of a higher competing public tender offer in accordance with applicable French financial markets regulations.
With the above-mentioned commitments to tender, Medtronic has entered into agreements with Medicrea shareholders totalling approximatively 44.4% of Medicrea’s current outstanding share capital (adjusted for new shares to be issued upon exercise of warrants).
The transaction is subject to customary closing conditions, including obtaining regulatory clearance from the French Markets Authority (the “AMF”), applicable foreign investment clearance in France, and applicable merger control clearance in the United States.
The completion of the Tender Offer will be subject, in addition to the mandatory minimum acceptance condition set out in Article 231-9, I 1° of the AMF Regulation, to a minimum acceptance condition that Medtronic obtains a number of Medicrea shares representing at least 66.67% of the share capital and voting rights.
The Board of Medicrea will issue in due course a reasoned opinion on the merits of the Tender Offer for Medicrea, its shareholders and its employees following receipt of the fairness opinion issued by the independent expert appointed in accordance with Article 261-1, I & III of the AMF Regulation by the ad hoc committee to be created by the Board of Medicrea.
It is expected that the Tender Offer will be filed with the AMF in September 2020. The Tender Offer will be opened once the foreign investment approval in France is obtained, and the Tender Offer would still remain subject to the merger control clearance in the United States.
