Xavier Niel, Chairman of board of directors of iliad launched a simplified public tender offer to acquire remaining 28% stake in iliad S.A. (ENXTPA:ILD) from group of shareholders for 3 billion on July 30, 2021. Under the transaction, Offeror will acquire 16.343617 million shares at a price of 182 per share in cash. Xavier Niel has entered into a credit agreement under English law entitled Senior Secured Bridge to Bond Facilities Agreement with, among others, BNP Paribas, Crédit Agricole Corporate and Investment Bank, J.P. Morgan and Société Générale, acting as arrangers, as well as a group of lenders and guarantor banks, under the terms of which the lenders will provide credit facilities for a maximum aggregate principal amount of 3.6 billion to fund the acquisition and to use for general corporate purposes, if any. The Bank Financing is intended to be refinanced at the end of the Offer by one or more high-yield bond issues issued by Offeror. The Offeror intends to continue iliad's activities in line with its current strategy, which will not be called into question regardless of the outcome of the Offer. The Offer will have no impact on iliad employment policy. The Offeror does not intend to modify the governance of the Company in the event that the Offer is followed by a squeeze-out. The Offeror intends to pursue a dividend policy for the Company in line with the dividend of 3 per Share distributed in respect of the 2020 financial year, representing a total amount of approximately 180 million, excluding exceptional circumstances (asset disposals, etc.). As of July 30, 2021, Offeror and iliads managers and long-standing shareholders who have undertaken to tender their shares to the offer, and/or transfer their shares to Xavier Niel directly and indirectly 74.9%1 of iliads share capital and 83.6% of its voting rights. Offeror intends to implement a squeeze-out of iliad following the completion of Offer in the event that the minority shareholders represent less than 10% of the share capital and voting rights of iliad following the completion of the Offer. In the event that the Offer is followed by a squeeze-out, it will result in the delisting of the Shares from the Euronext Paris regulated market.
This Offer and the Draft Offer Document remain subject to review by Autorité des marchés financiers (the AMF). A special committee, comprising a majority of independent members has been set up by iliads Board of Directors for the purposes of the Offer. The special committee is overseeing BM&As work and will issue recommendations to the Board of Directors to help the Board deliver its reasoned opinion on the Offer. Iliads Board of Directors will meet in August in order to give its opinion on the Offer. Offer will open on September 8, 2021 and will close on September 23, 2021. As on September 7, 2021, French securities regulator, the Autorité des Marchés Financiers (AMF) approved the Offer Document as well as iliad Response Document. As on September 8, 2021, Xavier Niel holds 84.13% of iliad S.A. share capital.
BNP Paribas, Crédit Agricole Corporate and Investment Bank and Société Générale acted as financial advisors, bookrunners and guarantors to Xavier Niel. J.P. Morgan and Lazard acted as financial advisors to Xavier Niel. BM&A acted as fairness opinion provider to the board of directors of iliad. Gide Loyrette Nouel A.A.R.P.I. acted as legal advisor to special committee of iliad. Charlie Gelbon. Charlie Gelbon, Ward Mckimm, Philip Stopford, Rahul Chatterji, Gordon Houseman, Pierre-Nicolas Ferrand, Hervé Letréguilly, Chantelle Dovey, Katherine Mcalinden, Benjamin Marché, David St-Onge, Charles Filleux-Pommerol, Thomas Donegan, Kristina Killick of Shearman & Sterling acted as counsel to the lenders. Olivier Assant, Florence Haas, Julien Gayral, Claire Chabredier Caroline Jacquot and Alice Mony-Decroix of Bredin Prat & Associes acted as a legal adviser to iliad.