SQLI (FR0011289040 - SQI) (“SQI” or the “Company”) and DBAY Advisors (“DBAY”), a SQLI shareholder with 28.6% of the capital, has entered into an agreement (“Tender Offer Agreement”) which defines the terms and conditions of the proposed acquisition of SQLI shares by DBAY, via a dedicated French company, by means of a cash public tender offer at €30 per share, plus a potential price supplement of €0.25 per share if the 90% squeeze-out threshold is reached at the end of the offer.
DBAY, which has supported the Company since acquiring a stake in SQLI’s share capital in 2019, has indicated that it is convinced by its strategy and strong positioning in the digital services market in Europe. DBAY wishes to continue to support SQLI and its management by drawing on its expertise. Through this tender offer, DBAY wishes to consolidate its position as a reference shareholder in order to bring more support to the Company and its growth ambition.
The price of the offer (excluding any price supplement) represents a premium of approximately:
SQLI’s Board of Directors welcomed the principle of the offer pending the opinion of the Social and Economic Committee (CSE) and the report of the independent expert to be appointed by the Board of Directors in the next few days. In addition, it has decided to launch an information-consultation procedure from today with its Social and Economic Committee.
It has also set up an ad hoc committee comprised exclusively of independent directors. In accordance with applicable regulations, this ad hoc committee will be responsible for:
It is planned that the tender offer will be filed after the SQLI’s Board of Directors issuance of its reasoned opinion on the offer, and it is specified that the completion of the offer is not subject to any regulatory authorisation other than that of the AMF, with respect to the clearance of the offer.
It is planned that the tender offer will be filed with the AMF in the middle of the fourth quarter of 2021 and settled in the first quarter of 2022.
In addition to the mandatory expiry threshold provided for in Article 231-9, I, 1° of the AMF General Regulation, the offer will be subject to a waiver threshold pursuant to Article 231-9, II of the AMF General Regulation, allowing DBAY to withdraw the offer if it would not obtain more than 50% of the capital and voting rights.
The Company’s Board of Directors approved the main terms of the Tender Offer Agreement governing the respective commitments of the company and DBAY Advisors in connection with this transaction and authorised its signature by the Company – it is specified that DBAY’s representatives on the Board of Directors did not take part in these decisions.
The main points of the agreement are as follows:
Rothschild & Co is acting as financial advisor and Lamy Lexel as legal advisor to SQLI.
SQLI announces its Q3 2021 revenues on 26 October 2021 after close of trading.