Jeantet advises groupe Open in the context of the simplified tender offer for its shares launched by its controlling shareholder New Go

 

Paris, May 31, 2022, Jeantet advised Groupe Open, a company specialized in assisting companies and organizations in their digital transformation, in connection with the simplified tender offer for its shares, launched by its controlling shareholder New Go, followed by a squeeze-out and the delisting of its shares from the regulated market of Euronext Paris.

Under the terms of agreements entered into on January 7, 2022, New GO (a company controlled by the founders of Groupe Open acting in concert with Montefiore Investment) acquired from Amiral Gestion and Sycomore Asset Management two blocks of Groupe Open shares representing together 14.93% of the share capital. On January 12, 2022, the Board of Directors of Groupe Open approved the principle of the simplified tender offer motivated by (i) Groupe Open’s intent to no longer use the market to finance itself, (ii) New GO’s intent to offer Groupe Open’s minority shareholders the opportunity to benefit from total liquidity and (iii) New GO’s intent to alleviate regulatory and cost constraints induced by the listing of Groupe Open.

The simplified tender offer, declared compliant by the French financial markets authority (Autorité des marchés financiers) on March 29, 2022 and opened from March 31 to April 13, 2022 (included), offered Groupe Open’s minority shareholders a price of €33.50 per share. The squeeze-out followed by the delisting of the Group Open shares took place on April 21, 2022 at the same price as the one proposed under the simplified tender offer.

Several related transactions, including a reorganization of the share capital of New GO, were carried out following the delisting of the Groupe Open shares, resulting in particular in the increase of Montefiore Investment’s ownership in the share capital of New GO, with Montefiore Investment becoming the majority shareholder in that company.

Jeantet (legal counsel of Groupe Open on all capital markets law aspects): Cyril Deniaud (Partner, Capital Markets) and Guillaume Soulé (Associate, Capital Markets).

BM&A, represented by Mr. Pierre Béal, was appointed as an independent expert by the Board of Directors of Groupe Open, upon recommendation from its ad hoc committee, in order to assess the fairness of the price proposed to minority shareholders in the context of the simplified tender offer and with a view to the squeeze-out.

Ayache and Shearman & Sterling acted as legal counsels of the founders of Groupe Open and of Montefiore Investment, respectively.

D&A acted as financial advisor in connection with the transaction.

Oddo BHF acted as the presenting bank for the transaction.

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