PARAGON ID Friendly takeover bid by Grenadier Holdings Plc., majority shareholder in Paragon ID with 80.25% of the capital and 86.93% of the voting rights
Board of Directors of Paragon ID in favour of the Offer, in principle
Price: €38.01 per share
Grenadier Holdings Ltd. to implement squeeze-out procedure for Paragon ID shares in order to acquire 100% of the equity, subject to fulfilment of legal and regulatory conditions
Grenadier Holdings Plc, majority shareholder of Paragon ID (“the Company”) (Euronext Paris - FR0013318813 - PID), with 80.25% of the share capital and 86.93% of the theoretical voting rights, which has been supporting the company since it acquired a stake in May 2017[1], announces its intention to file a simplified cash offer ("the Offer") for the shares it does not currently own, at a price of €38.01 per share.
The Offer would be made in the context of a continuation of Paragon ID's existing strategy and of its commitments to its customers and partners and would simplify governance, facilitate the alignment of the Company's operations with Grenadier Holdings Ltd.'s own norms and standards, while strengthening Group support for Paragon ID.
The Offer price corresponds to the net asset value per share as shown in the Company's financial statements as at 30 June 2022 and represents a premium of +25.1% over the weighted average share price of the last 60 days. This price represents a premium of +35.8% over the closing price of the session preceding the announcement of the Offer (as of 16 June 2023).
The Offer would not be subject to any financing conditions, as Grenadier Holdings Ltd. has the necessary funds to finance the entire Offer in cash.
Paragon ID's Board of Directors has noted the friendly nature of this Offer. The Board of Directors has unanimously welcomed, in principle, this proposed 0ffer, without prejudice to the Board of
Directors' formal, reasoned opinion on the Offer, which will be issued after having taken the report of the independent expert into due consideration.
During its meeting on 19 May 2023, the Board of Directors of Paragon ID set up an ad hoc committee composed of Lis Iceton (Chairwoman of ad hoc committee and Senior Independent Board Member), Alyna Wnukowsky (Independent Board Member) and Dominique Durant des Aulnois (Board Member). This ad hoc committee will be responsible, among other things, for monitoring the mission of the independent expert (appointed as indicated below), issuing a recommendation to the Board of Directors and preparing a draft reasoned opinion concerning the interest of the Offer for the Company, its shareholders and its employees.
On the proposal of the ad hoc committee, the Board of Directors has appointed Finexsi, represented by Mr. Olivier Peronnet[2], as independent expert to draw up a report on the financial terms of the Offer, in accordance with the provisions of article 261-1 I 1° and II of the General Regulations of the Autorité des marchés financiers (French market regulator - AMF).
The Board of Directors will meet again to issue a formal, reasoned opinion on the Offer, after taking into account the independent expert's report and the opinion of the social and economic committee. The reasoned opinion of the Board of Directors and the report of the independent expert will be made public in the Company's draft response document to be filed with the AMF.
Other elements and envisaged timetable of the Offer
The completion of the Offer is not subject to any other regulatory approval than that of the “AMF”.
It should be noted that Grenadier Holdings Ltd. also intends to implement a squeeze-out procedure in order to acquire all Paragon ID shares it does not hold, should it hold at least 90% of the Company's share capital and voting rights after the Offer. The squeeze-out would be carried out in return for compensation equal to the Offer price, i.e. €38.01 per share in cash.
The Offer is expected to be filed with the AMF during July 2023.
At the Company's request, trading in the Company's shares was suspended today and will resume on June 20, 2023. The liquidity contract with Portzamparc has been suspended until further notice.
About Paragon ID
About Paragon ID Paragon ID is a leader in identification solutions, in particular in the e-ID, Transport & Smart Cities, Traceability & Brand Protection and Payment sectors. Paragon ID employs more than 650 staff, with manufacturing sites in US and Europe, close to its customers.
Paragon ID is listed on Euronext Paris (Euronext Paris - FR0013318813 - PID) with a majority of its shares being held by Grenadier Holdings Ltd., parent company of the Paragon Group, a leading provider of Customer Communications, Identification, Graphics Services and Office Services. Paragon Group has a turnover of €1.5 billion and more than 9,000 employees. Paragon Group combines generations of experience with the latest innovations in technology and smart data to enable responsive and meaningful interactions between organisations and their customers. For further information about Paragon Group, visit Paragon-Europe.com.
Euronext Paris - Share identification: Paragon ID - ISIN Code: FR0013318813 - Mnemonic code: PID.
For further information about Paragon ID, visit Paragon-id.com.
Contacts
| Paragon ID Clem Garvey CEO Tél. : +33 (0)2 48 81 61 00 clem.garvey@paragon-id.com | ACTUS finance & communication Investors relations Mathieu Omnes Tél. : +33 (0)1 53 67 36 92 momnes@actus.fr | ACTUS finance & communication Press relations Fatou-Kiné N'Diaye Tél. : +33 (0)1 53 67 36 34 fndiaye@actus.fr |
[1] Equity investment following the merger between ASK and the activities of the Identification Division of Paragon Group (subsidiary of Grenadier Holdings Plc.), giving rise to Paragon ID in its current form.
[2] Contact Cabinet Finexsi : Monsieur Olivier Peronnet, 14 rue de Bassano, 75116 Paris – Tél. : 01.43.18.42.42 – e-mail : olivier.peronnet@finexsi.com
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Full and original press release in PDF: https://www.actusnews.com/news/80492-paragon-id_pr_projet-offre_19062023_en.pdf
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