Paris, May 24, 2024 – Jeantet has advised Osmozis (a company listed on the Euronext Growth Paris market), specialized in the digital transformation of campsites and holiday homes in Europe, as well as its controlling shareholders, in the context of the acquisition project of a majority block of Osmozis shares by the Passman Group, a multi-use and multi-service network manager offering software as a service (“SaaS”) solutions for hospitality establishments, health establishments, the military and more generally the tertiary sector.

The Passman Group, on the one hand, and Mr. Gérard Tremblay and Mr. Yves Boulot (hereinafter the “Founders”) and certain other shareholders of Osmozis (hereinafter the “Company”), on the other hand, announced, on May 16, 2024, that they have entered into exclusive negotiations with a view to the acquisition by the Passman Group (hereinafter the “Offeror”) of several blocks of shares of the Company (hereinafter the “Block Transfers”) representing a majority stake in the Company, which would be followed by the filing by the Passman Group of a simplified tender offer (hereinafter the “Tender Offer”) for the remaining shares issued by the Company at a price of €15.00 per share paid in cash.

The Passman Group also entered into agreements on May 16, 2024, with several institutional shareholders of the Company, for the acquisition of Osmozis shares, the effective completion of which would take place simultaneously with and subject to the Block Transfers.

Prior to the Block Transfers, the Founders and other individual shareholders would exercise all of the share subscription warrants they hold, so that prior to the filing of the Tender Offer by the Offeror and the result of (i) the above-mentioned warrant exercises, (ii) the Block Transfers and (iii) the acquisition of Osmozis shares from the aforementioned institutional investors, the Offeror would hold a total of 2,958,058 Osmozis shares representing together approximately 88.56% of the share capital.

These Block Transfers would respectively be carried out (i) regarding the shares acquired from the Founders and other individual shareholders, by way of sales and contributions in kind as part of their reinvestment in ultimate shareholder entities of the Offeror, at a price of €13.50 per share, and (ii) in respect of the shares acquired from LBO Asset Management GmbH, by way of sale at a price of €15.00 per share. The shares acquired from the above-mentioned institutional shareholders will be acquired by way of sale, at a price of €15.00 per share.

The acquisition of these shares would lead to the filing by the Passman Group, by the end of June 2024, of a simplified tender offer with the French Financial Markets Authority for (i) all existing Osmozis shares not held by the Passman Group,at a unit price of €15.00, and (ii) all the shares of the Company that may be issued, before the closing of the Tender Offer, in the event of exercise of the remaining and outstanding warrants, apart from treasury shares.

This price of €15.00 per share represents a premium of 42.86% over the last closing price of the Osmozis share (€10.50 on May 15, 2024) and 40.54% over the volume-weighted average price of the last 30 trading days prior to May 15, 2024 (€10.67).

The transaction is expected to be completed by the end of July 2024.

The Tender Offer will be filed by Crédit Industriel et Commercial, acting as presenting bank and guarantor.

Crowe HAF has been appointed by the Board of Directors of Osmozis as independent expert in
connection with the Tender Offer.

EuroLand Corporate acted as counsel to Osmozis and its Founders in connection with this transaction.