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MarketScreener Homepage  >  Equities  >  Euronext Paris  >  SFR Group    SFR   FR0011594233

SFR GROUP

(SFR)
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SFR : Filing of a buyout offer followed by a squeeze-out on SFR Group

09/05/2017 | 06:43am EST

September 4, 2017

FILING OF A BUYOUT OFFER FOLLOWED BY A SQUEEZE-OUT ON SFR GROUP
  • Price: 34.50 euros per SFR Group share
  • The proposed offer is unanimously recommended by the Board of SFR Group
  • Squeeze-out and delisting of the SFR Group shares from Euronext Paris expected in early Q4 2017

Following its August 10, 2017 press release, the Altice group announces that it filed today with the French financial market authority (AMF) a buyout offer followed by a squeeze-out on SFR Group at a price of €34.50 per SFR Group share.

The squeeze-out and the delisting of the SFR Group shares from Euronext Paris are expected to be implemented in early Q4 2017. This transaction is yet to be approved by the AMF.

CORPORATE GOVERNANCE

Pursuant to applicable French regulation, the Board of directors of SFR Group has appointed Finexsi as an independent expert to issue a report on the fairness of the financial conditions of the offer. According to its report, Finexsi has determined the terms of the proposed offer to be fair from a financial point of view. The full report of Finexsi is included in the draft joint offer document (projet de note d'information conjointe) filed today with the AMF.

The Board of directors of SFR Group has also appointed Perella Weinberg Partners as financial advisor to the company. In its fairness opinion, a French translation of which is included in the draft joint offer document, Perella Weinberg Partners has determined the proposed price to be fair from a financial point of view to SFR Group's shareholders other than the bidder and its affiliates.

On the basis of the above-mentioned report and fairness opinion, the Board of directors of SFR Group has unanimously issued a positive opinion on the offer and recommended to SFR Group shareholders to tender their shares to the offer.

About Altice

Founded in 2001 by entrepreneur Patrick Drahi, Altice is a convergent global leader in telecoms, content, media, entertainment and advertising. Altice delivers innovative, customer-cen- tric products and solutions that connect and unlock the limitless potential of its over 50 million customers over fiber networks and mobile broadband. The company enables millions of people to live out their passions by providing original content, high-quality and compelling TV shows, and international, national and local news channels. Altice delivers live broadcast premium sports events and enables millions of customers to enjoy the most well-known media and entertainment. Altice innovates with technology in its Altice Labs across the world. Altice links leading brands to audiences through premium advertising solutions. Altice is also a global provider of enterprise digital solutions to millions of business customers. Altice is present in 10 territories from New York to Paris, from Tel Aviv to Lisbon, from Santo Domingo to Geneva, from Amsterdam to Dallas. Altice (ATC & ATCB) is listed on Euronext Amsterdam.

OFFER PROCEDURE

The proposed offer consists in a buyout offer followed by a squeeze-out, exclusively being made in France, at a price of €34.50 per SFR Group share.

Subject to the clearance decision of the AMF, following the buyout offer, the squeeze-out procedure will be implemented and the SFR Group shares not tendered to the buyout offer will be transferred to the bidder, in consideration for a compensation of €34.50 per SFR Group share, net of all costs.

The key terms of the draft joint offer document are provided in Appendix of this press release (only available in French), which includes an indicative timetable. The draft joint offer document is available on the websites of the Altice group (www.altice.net), SFR Group (www.sfr.com) and the AMF (www.amf-france.org). Copies of the draft joint offer document may be obtained free of charge from SFR Group (1, square Béla Bartók, 75015 Paris, France), BNP Paribas (4, rue d'Antin, 75002 Paris, France) and J.P. Morgan (14, place Vendôme, 75001 Paris, France).

Pursuant to applicable French regulation, the document entitled Other information regarding in particular the legal, financial and accounting information relating to the bidder and the target company will be filed with the AMF and made available to the public in the same manner as mentioned above no later than the day preceding the opening of the buyout offer.

Contacts Altice N.V. Chief Investor Relations Officer

Nick Brown: +41 79 720 1503 /nick.brown@altice.net

Chief Communications Officer

Arthur Dreyfuss: +41 79 946 4931 /arthur.dreyfuss@altice.net

SFR Group

presse@sfr.com

About Altice

Founded in 2001 by entrepreneur Patrick Drahi, Altice is a convergent global leader in telecoms, content, media, entertainment and advertising. Altice delivers innovative, customer-cen- tric products and solutions that connect and unlock the limitless potential of its over 50 million customers over fiber networks and mobile broadband. The company enables millions of people to live out their passions by providing original content, high-quality and compelling TV shows, and international, national and local news channels. Altice delivers live broadcast premium sports events and enables millions of customers to enjoy the most well-known media and entertainment. Altice innovates with technology in its Altice Labs across the world. Altice links leading brands to audiences through premium advertising solutions. Altice is also a global provider of enterprise digital solutions to millions of business customers. Altice is present in 10 territories from New York to Paris, from Tel Aviv to Lisbon, from Santo Domingo to Geneva, from Amsterdam to Dallas. Altice (ATC & ATCB) is listed on Euronext Amsterdam.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA AND IN AUSTRALIA, CANADA OR JAPAN

This announcement must be read in conjunction with the draft joint offer document dated September 4, 2017 (the "Draft Joint Offer Document"). This announcement and the Draft Joint Offer Document contain important information which should be read carefully before any decision is made with respect to the buyout offer. If you are in any doubt as to the contents of this announcement, the buyout offer or the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose SFR Group shares are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such SFR Group shares pursuant to the buyout offer. The Altice group does not make any recommendation whether SFR Group shareholders should tender SFR Group shares pursuant to the buyout offer.

OFFER AND DISTRIBUTION RESTRICTIONS The distribution of this announcement and of the Draft Joint Offer Document in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Draft Joint Offer Document comes are required by the Altice group to inform themselves about and to observe any such restrictions. Neither this announcement nor the Draft Joint Offer Document constitutes an offer to buy or a solicitation of an offer to sell the SFR Group shares (and tenders of SFR Group shares in the buyout offer will not be accepted) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws requires a buyout offer to be made by a licensed broker or dealer and any affiliate of the Altice group is such a licensed broker or dealer in any such jurisdiction, such buyout offer shall be deemed to be made by such affiliate on behalf of the Altice group in such jurisdiction.

United States. The buyout offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The SFR Group shares may not be tendered in the buyout offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Draft Joint Offer Document and any other documents or materials relating to the buyout offer is not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. persons or any persons located or resident in the United States. Any purported tender of SFR Group shares in a buyout offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of SFR Group shares made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the

About Altice

Founded in 2001 by entrepreneur Patrick Drahi, Altice is a convergent global leader in telecoms, content, media, entertainment and advertising. Altice delivers innovative, customer-cen- tric products and solutions that connect and unlock the limitless potential of its over 50 million customers over fiber networks and mobile broadband. The company enables millions of people to live out their passions by providing original content, high-quality and compelling TV shows, and international, national and local news channels. Altice delivers live broadcast premium sports events and enables millions of customers to enjoy the most well-known media and entertainment. Altice innovates with technology in its Altice Labs across the world. Altice links leading brands to audiences through premium advertising solutions. Altice is also a global provider of enterprise digital solutions to millions of business customers. Altice is present in 10 territories from New York to Paris, from Tel Aviv to Lisbon, from Santo Domingo to Geneva, from Amsterdam to Dallas. Altice (ATC & ATCB) is listed on Euronext Amsterdam.

United States will be invalid and will not be accepted. Each holder of SFR Group shares participating in the buyout offer will represent that it is not a U.S. person, it is not located in the United States and it is not participating in such buyout offer from the United States or it is acting on a nondiscretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in such buyout offer from the United States. For the purposes of this paragraph, United States means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom. The communication of the Draft Joint Offer Document and any other documents or materials relating to the buyout offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to

(i) persons who are outside the United Kingdom, (ii) investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)), (iii) persons falling within Article 43(2) of the Financial Promotion Order, or (iv) any other persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). Any person in the United Kingdom who is not a Relevant Person should not act or rely on this document or materials or any of their content. Any investment or investment activity to which these documents or materials relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. The documents and materials and their contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom.

About Altice

Founded in 2001 by entrepreneur Patrick Drahi, Altice is a convergent global leader in telecoms, content, media, entertainment and advertising. Altice delivers innovative, customer-cen- tric products and solutions that connect and unlock the limitless potential of its over 50 million customers over fiber networks and mobile broadband. The company enables millions of people to live out their passions by providing original content, high-quality and compelling TV shows, and international, national and local news channels. Altice delivers live broadcast premium sports events and enables millions of customers to enjoy the most well-known media and entertainment. Altice innovates with technology in its Altice Labs across the world. Altice links leading brands to audiences through premium advertising solutions. Altice is also a global provider of enterprise digital solutions to millions of business customers. Altice is present in 10 territories from New York to Paris, from Tel Aviv to Lisbon, from Santo Domingo to Geneva, from Amsterdam to Dallas. Altice (ATC & ATCB) is listed on Euronext Amsterdam.

SFR Group SA published this content on 04 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 September 2017 10:42:08 UTC.


© Publicnow 2017
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