VALENCE, France--(BUSINESS WIRE)--Regulatory News:
Further to the press release of July 30, 2020 announcing that Apax Partners and the Management of Amplitude Surgical (ISIN: FR0012789667, Ticker: AMPLI, PEA-PME eligible) (the “Company”) had entered into exclusive negotiations with PAI Partners, the Company’s staff representative body unanimously expressed its favorable opinion on September 11, 2020 following the information-consultation process.
Apax Partners, Olivier Jallabert, the Company’s founder, Chairman and CEO, and certain other senior executives (“Management”) announce today the signing of the contract relative to the acquisition by Auroralux – a company controlled by PAI Partners – of all the shares1 they hold in the Company at a price of €2.15 per share.
Following this acquisition, Auroralux will hold a total of 25,010,557 Amplitude Surgical shares, or 52.3%2 of the share capital.
Should the planned acquisition be completed, Auroralux will file a simplified public tender offer for all outstanding shares, as well as on all free shares that would potentially be issued, at a price of €2.15 per share. Auroralux intends to implement a mandatory squeeze-out following the public offer should the Company’s minority shareholders who do not tender their shares to the offer represent less than 10% of Amplitude Surgical’s shares and voting rights.
The acquisition, which has already been approved by the Brazilian competition authority, remains subject to this decision becoming effective, to its approval by the French and Moroccan competition authorities and as well as its review by the French Ministry of the Economy and Finance in relation with foreign direct investments. The completion of the acquisition is expected to take place during the final quarter of 2020.
The public tender offer is subject to AMF approval. An independent expert is currently being appointed in order to produce a report on the financial terms of the public offer, in accordance with the provisions of article 261-1 of the AMF Rulebook (Règlement général). The Company will keep the market updated on the independent expert’s appointment process and the details of his or her mission.
Within the framework of the simplified public tender offer, the Company’s Board of Directors will have to issue a reasoned opinion on the merits and consequences of the offer for the Company, its shareholders and its employees. This reasoned opinion will be issued on the basis of the report produced by the independent expert and the opinion of the staff representative bodies and will be included in the draft offeree document (“note en réponse”) to be prepared by the Company. Daniel Caille, Independent Director, will oversee the public offer appraisal process and the procedures enabling the reasoned opinion to be issued.
The public tender offer could take place at the end of 2020 or the beginning of 2021. Amplitude Surgical and PAI Partners will keep the market informed of any significant change in the planned operation.
About Amplitude Surgical
Founded in 1997 in Valence, France, Amplitude Surgical is a leading French player on the global surgical technology market for lower-limb orthopedics. Amplitude Surgical develops and markets high-end products for orthopedic surgery covering the main disorders affecting the hip, knee and extremities, and notably foot and ankle surgery. Amplitude Surgical develops, in close collaboration with surgeons, numerous high value-added innovations in order to best meet the needs of patients, surgeons and healthcare facilities. A leading player in France, Amplitude Surgical is developing abroad through its subsidiaries and a network of exclusive distributors and agents distributing its products in more than 30 countries. Amplitude Surgical operates on the lower-limb market through the intermediary of its Novastep subsidiaries in France and the United States. At June 30, 2020, Amplitude Surgical had a workforce of 436 employees and recorded sales of nearly 90 million euros.
About PAI Partners
PAI Partners is a leading European private equity firm with offices in Paris, London, Luxembourg, Madrid, Milan, Munich, New York and Stockholm. It manages €13.9 billion of dedicated buyout funds and, since 1994, has completed 75 transactions in 11 countries, representing over €50 billion in transaction value. PAI Partners is characterised by its industrial approach to ownership combined with its sector-based organisation. It provides the companies it owns with the financial and strategic support required to pursue their development and enhance strategic value creation.
About Apax Partners
Apax Partners is a leading European private equity firm. With more than 45 years of experience, Apax Partners provides long-term equity funding to build and strengthen world-class companies. Funds managed and advised by Apax Partners exceed €4 billion. These funds invest in fast-growing small and mid-sized companies across four sectors of specialisation: Tech & Telecom, Consumer, Healthcare and Services. Apax Partners acquired Amplitude Surgical in 2011, carried out its IPO in 2015 and has been supporting its growth, with annual sales having increased from €45m in 2010-2011 to nearly €90m at 30 June 2020.
This press release must not be published, broadcast or distributed, directly or indirectly, in any countries in which the distribution of this information is subject to legal restrictions. Therefore, persons in countries where this press release is disseminated, published or distributed should inform themselves about and comply with any such restrictions.
This release contains forward-looking statements that are based on assessments or assumptions that were reasonable at the date of the release, and which may change or be altered due, in particular, to random events or uncertainties and risks relating to the economic, financial , regulatory and competitive environment, the risks set out in the 2018/2019 Universal Registration Document, and any risks that are unknown or non-material to date that may subsequently occur. The Company undertakes to publish or disclose any adjustments or updates to this information as part of the periodic and permanent information obligation to which all listed companies are subject.
1 With the exception, in the case of Olivier Jallabert, of certain securities that are not transferable and the monetization of a residual portion of his current interest.
2 Based on a total number of 47,804,841 Amplitude Surgical shares, including 50,001 treasury shares as of September 17, 2020.