Primonial REIM and Société Générale Assurances entered into an exclusivity agreement to acquire 63% stake in Icade Santé SAS from Icade (ENXTPA:ICAD) and its Minority Shareholders for €1.4 billion on March 13, 2023. As of June 13, 2023, Primonial REIM and Société Générale Assurances entered into a definitive agreement to acquire 37.312% stake in Icade Santé SAS from Icade (ENXTPA:ICAD) and its Minority Shareholders. Under the terms of transaction, €1.1 billion in Icade Santé shares to be sold to funds managed by Primonial and €100 million in Icade Santé shares to be sold to Société Générale Assurances, increasing its stake in Icade Santé. In addition, €200 million in shares would be repurchased by Icade Santé from Icade followed by their cancellation. As part of this stage, Icade Santé has secured €550 million in bank financing from Société Générale and BNP Paribas to finance the €200 million in capital reduction, as well as the repayment of the €50 million shareholder loan from Icade and the refinancing of the €300million bridge-to-bond facility entered into in March 2022. Upon completion of this first stage, Icade would lose control of Icade Santé, resulting in the deconsolidation of the subsidiary in the Icade Group’s consolidated financial statements. In addition, Primonial REIM would take over the management of the portfolio from the closing date. Lazard-Natixis acted asfinancial advisor to Icade (ENXTPA:ICAD).

The Boards of Directors of Icade Santé and Icade were consulted in advance and, after examining the potential conflicts of interest, unanimously approved the transaction in accordance with the applicable provisions, in particular the rules governing regulated related party agreements. Transaction is subject to the signing of the final agreements once the process of informing and consulting Icade’s employee representative bodies has been completed and the regulatory conditions precedent have been met. These include confirmation by the French Financial Markets Authority (AMF) that the transaction will not give rise to a buyout offer with squeeze-out for Icade’s share capital, pursuant to Article 236-6 of the AMF’s general regulations. The first stage of the transaction, which should be completed before the end of July 2023. Icade’s remaining stake in Icade Santé is expected to be sold by the end of 2025, mainly to funds managed by Primonial REIM or to investors identified by Primonial REIM based on Icade Santé’s most recently published EPRA NTA on the sale date. The cash generated by this transaction will help Icade to fortify its balance sheet and seize potential growth opportunities. As of July 5, 2023. Icade Completes First Stage In Sale Of Icade Sante For €1.4 Billion.

The Legal advisor, White & Case team in Paris which advised Icade Santé on the transaction was led by partners Thomas Le Vert and Jean Paszkudzki and included partners Raphaël Richard, Brice Engel and Alexandre Jaurett. The White & Case team in Paris which advised the minority shareholders Predica, Sogecap and Cardif was led by partner Nathalie Nègre-Eveillard. Gauthier Blanluet, Nicolas de Boynes and Alexis Madec of Sullivan & Cromwell LLP acted as accountant advising Icade and Icade Santé on the tax aspects of the transaction. SG Corporate & Investment Banking acted as Financial advisor for Primonial REIM.