Success of Doodle's takeover bid for Lexibook shares - Offer
largely accepted by shareholders, with 75.93% of Lexibook capital
now held by the Offeror
Monday, December 16, 2024 - 6.30pm
Success of Doodle's takeover bid for
Lexibook shares
Offer largely accepted by shareholders,
with 75.93% of Lexibook capital now held by the
Offeror
Reopening of the Offer under the same
price conditions
from December 18, 2024 to January 7, 2025
inclusive
Lexibook (ISIN FR0000033599 -
ALLEX), a European player in electronic leisure products
sold under license, announces the result of the public tender offer
(the "Tender Offer" or "Offer")
initiated by Doodle (the "Offeror") for the shares
of Lexibook, and published by the Autorité des marchés financiers
(the "AMF").
At the end of the initial Offer period, which
ran from November 7, 2024 to December 11, 2024 inclusive, 3,180,354
Lexibook shares were tendered to the Offer.
Taking into account (i) the 250,842 shares
acquired on the market by Gilbert Dupont on behalf of the Initiator
on October 15, 2024 pursuant to article 231-38, IV of the AMF's
general regulations1 , and (ii) the 2,463.806 shares
held by certain members of the Le Cottier family (the
"Founders")2 acting in concert with the
Initiator (the "Concert"), the Initiator holds
5,895,002 Lexibook shares representing 8,222,084 voting rights,
i.e. 75.93% of the share capital and at least 81.42% of the voting
rights of this company3 . The Offer therefore achieves
the objective set by the Offeror, enabling it to strengthen the
Founders' stake in Lexibook's capital, while welcoming a new
long-term shareholder, Lawrence Rosen LLC.
The notice of results published by the AMF today
is available on the AMF website (www.amf-france.org).
The Offer is therefore successful, and
settlement-delivery of the Initial Offer will take place on
December 19, 2024. In addition, in accordance with article 1.4.4 of
the Offer Prospectus, the Founders will today contribute in kind
their 2,463,806 Lexibook shares to the Offeror, representing 31.73%
of Lexibook's share capital, as provided for under the terms of the
contribution agreement entered into with the Offeror on October 4,
2024.
In accordance with the provisions of article
232-4 of the AMF's general regulations, the Offer will be reopened
(the "Reopened Offer") from December 18, 2024 to
January 7, 2025 inclusive (as indicated in the indicative timetable
below), at the same price, i.e. €4 per Lexibook share, in order to
allow shareholders who have not yet done so to tender their shares
to the Offer.
The terms of the Reopened Offer remain the same
as those set out in the offer document approved by the AMF under
visa no. 24-465 on November 5, 2024 (the "Offer
Document"). The tender procedure and the centralization of
the Reopened Offer will be identical to those applicable to the
Offer, it being specified, however, that orders to tender to the
Reopened Offer will be irrevocable.
It should be noted that the Offeror does not
intend to request the implementation of the squeeze-out at the end
of the Reopened Offer, nor to request the delisting of Lexibook
shares from Euronext Growth Paris.
The indicative timetable for the Reopened Offer
will be as follows:
December 18, 2024 |
Reopening of the
Offer for ten (10) trading days |
January 7, 2025 |
Closing of the
Reopened Offer |
January 10, 2025 |
Publication by
the AMF of the notice of result of the Reopened Offer |
January 15, 2025 |
Settlement -
Delivery of the Reopened Offer with Euronext Paris |
All documentation relating to this Offer is also
available on the AMF (www.amf-france.org) and Lexibook
(https://www.lexibook.com/fr/investisseurs.html) websites.
Gilbert Dupont acted as financial advisor to
Doodle and Société Générale as financial advisor, presenting bank
and guarantor of the Offer. D&A Strategic Corporate Finance
acted as M&A advisor to Lexibook. McDermott Will & Emery
and Delsol acted as legal advisors to Doodle and Lawence Rosen
respectively.
About Lexibook
Lexibook®, owner of more than 22 registered
brands such as Powerman®, Decotech®, Karaoke Micro Star®,
Chessman®, Cyber Arcade®, Lexitab®, iParty®, FlashBoom®, etc., is
the leader in intelligent electronic leisure products for children.
This success is based on a proven strategy of combining strong
international licenses with high value-added consumer electronics
products. This strategy, complemented by a policy of constant
innovation, enables the Group to flourish internationally and to
constantly develop new product ranges under the Group's brands.
With over 35 million products on the market, the company now sells
a product every 10 seconds worldwide! Lexibook's share capital is
made up of 7,763,319 shares listed on the Alternext market in Paris
(Euronext). ISIN: FR0000033599 - ALLEX; ICB: 3743 - Consumer
electronics. For further information: www.lexibook.com and
www.decotech-lights.com.
Contact
LEXIBOOK - Aymeric Le Cottier - CEO - 01 73 23
23 48 / aymericlecottier@lexibook.com
IMPORTANT NOTE
The Offer is not and will not be offered in any jurisdiction where
it would not be permitted under applicable law. Acceptance of the
Offer by persons residing in countries other than France may be
subject to specific obligations or restrictions imposed by legal or
regulatory provisions. Recipients of the Offer are solely
responsible for compliance with such laws and it is therefore their
responsibility, before accepting the Offer, to determine whether
such laws exist and are applicable, relying on their own advice.
For further information, see Section 2.15 of the offer document
prepared by DOODLE, approved on November 05, 2024 under no. 24-465
by the AMF.
WARNING
This press release, published for information purposes only, does
not constitute a public offering. The offer document prepared by
DOODLE, approved by the AMF on November 05, 2024 under no. 24-465,
and the reply document approved by the AMF on November 05, 2024
under no. 24-466, as well as documents relating to other
information about the offeror and the target, are available free of
charge on the AMF (https://www.amf-france.org/) and Lexibook
(https://www.lexibook.com/fr/investisseurs.html) websites.
1 AMF document 224C1958 of October 16, 2024
2 Represented by Aymeric, Luc and Emmanuel Le Cottier
3 Based on a share capital of 7,763,319 shares
representing a maximum of 10,098,905 voting rights, in accordance
with paragraph 2ème of Article 223-11 of the General
Regulations.
- 2024 12 16 Lexibook-CP-Résultats OPA_en
Lexibook Linguistic Elec... (EU:ALLEX)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Lexibook Linguistic Elec... (EU:ALLEX)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024