The board issues a positive reasoned opinion on the simplified takeover offer initiated by Abeille Assurances Holding

(Boursier.com) — The company’s board of directors Financial Union of France Banque (ISIN FR0000034548 / department B) met on 23 December 2022 to give its reasoned opinion, in accordance with applicable rules, on the draft simplified tender offer, targeting UFF shares at a price of 21 euros per share. share, filed on November 28, 2022 with the AMF by the company Abeille Assurances Holding, which directly or indirectly owned 74.99% of the capital and voting rights in UFF on the date of the filing of the offer.

After taking note of the Bidder’s intentions in the draft offer document, the work and the recommendation of the ad hoc committee set up by the Company’s board of directors on 25 November 2022 [1]and the conclusions of the company Ledouble, appointed as an independent expert on November 25, 2022, whose report concludes that the terms of the Offer are reasonable from an economic point of view for the shareholders, including from the perspective of mandatory withdrawal, the board of directors of UFF returned, unanimously of the members who took part in the vote [2]a positive reasoned opinion on the Offer considering that it is in the interest of the Company, its shareholders and its employees.

In particular, the independent expert noted in his report that the offer price shows a premium compared to all the references examined, his intrinsic and analog valuations that integrate the value of the real estate assets and the results of his analyzes of sensitivity.
The Offer Price also represents a premium of 51% compared to the last quoted price of the UFF Share prior to the submission of the Offer, a premium of 54.5% to the average price weighted by the volumes of the UFF Share over the last 60 trading days.

The board therefore recommends that UFF shareholders who wish to benefit from immediate liquidity surrender their shares to the Tender Offer.

The reasoned opinion of the board will be reproduced in full in the draft response document which will be submitted on 26 December to the Autorité des Marchés Financiers. In accordance with Article 231-26 of the AMF General Regulations, the main elements of the company’s draft response document, as well as the terms of its availability, will be the subject of a standardized press release from the company. The company’s draft response document will be available on AMF’s website (www.amf-france.org) as well as on the company’s website (https://www.uff.net/acteurs-investors/simplified-takeover-offer).
The offer, the draft information memorandum and the draft response memorandum are still subject to review by the AMF, which will assess their compliance with applicable laws and regulations.

[1] The ad hoc committee consists of three independent directors.

[2] Eight directors linked to the promoter (namely Mr. Philippe-Michel LABROSSE, Ms. Hélène DENIS, ABEILLE IARD & SANTÉ, ABEILLE ASSURANCES HOLDING, Mr. Renaud CÉLIÉ, ABEILLE VIE, ABEILLE EPARGNE PENSIONERING, ABEILLE PROFESSIONELLE RETIONELLE) vote for quorum, but has undertaken to vote in the same direction as the majority of the other board members in order not to influence the outcome of the vote.

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