Tarkett Participation, Tarkett's controlling shareholder, announces its intention to file a public buy-out offer, followed by a squeeze-out, on the Tarkett shares it does not hold

Tarkett Participation, Tarkett's controlling shareholder, announces its intention to file a public buy-out offer, followed by a squeeze-out, on the Tarkett shares it does not hold

Offer at a price of 16 euros per share, representing a premium of 32.3% and 37.5% over respectively the volume-weighted average share price over the last 20 and 60 trading days
Appointment of an ad hoc Committee comprising a majority of independent members of the Supervisory Board, and designation of Finexsi - Expert & Conseil Financier as independent expert
Based on a recommendation of its ad hoc Committee, Tarkett's Supervisory Board has favorably and unanimously welcomed the proposed public buy-out offer followed by a squeeze-out

PARIS, FRANCE, February 20, 2025 - Tarkett Participation announces its intention to file in the next few days a public buy-out offer, followed by a squeeze-out (OPR-RO), on the Tarkett shares it does not hold (the “Offer”).

The Offer will be initiated by Tarkett Participation, a company controlled by the Deconinck family and in which Wendel has invested as a minority shareholder. Tarkett Participation directly holds 90.32% of the share capital and 94.66% of the voting rights of Tarkett¹^,².

The Offer will be made at a price of 16 euros per share, representing a premium of 32.3% and 37.5% over respectively the volume-weighted average share price over the last 20 and 60 trading days and a premium of 18.1% over the last closing price prior to the announcement of the Offer.

It is specified that Tarkett Participation has sufficient equity capital and credit lines, in particular under its existing credit facilities, to finance the Offer³.

Based on a preliminary recommendation of its ad hoc Committee, the Offer has been favorably and unanimously welcomed by Tarkett's Supervisory Board, which met on February 20, 2025.

This ad hoc Committee, set up by the Supervisory Board in the context of the preparation of the Offer, comprises a majority of independent members⁴.

Upon the recommendation of the ad hoc Committee, Finexsi - Expert & Conseil Financier, represented by Mr. Olivier Péronnet and Mr. Olivier Courau, has been appointed as independent expert, with the mandate to submit a report including a fairness opinion on the financial terms of the public buy-out offer followed by a squeeze-out, in accordance with the provisions of article 261-1, I, 1°, 2° and 4° and II of the Règlement général de l’Autorité des Marchés Financiers (AMF).

The reasoned opinion of the Supervisory Board on the merits of the Offer and its consequences for Tarkett, its shareholders and its employees will be included in the draft response document (projet de note en réponse) prepared by Tarkett.

Main conditions and timetable of the public buy-out offer followed by a squeeze-out

In accordance with applicable regulations, completion of the Offer will be subject to the AMF's clearance decision on the proposed Offer. The Offer will not be subject to any other conditions.

The Offer will be filed with the AMF in the coming days and, subject to the AMF's clearance decision, is expected to take place in April 2025.

After the completion of the Offer, Tarkett Participation will carry out a squeeze-out procedure for all the shares it does not hold, insofar as the minority shareholders hold less than 10% of the capital and voting rights of Tarkett. The squeeze-out will be carried out in consideration of a compensation equal to the Offer price.

Disclaimer

The Offer is made to Tarkett shareholders located in France and outside of France, provided that local law to which they are subject allows them to participate in the Offer without requiring Tarkett Participation to complete any additional formalities.

Investor Relations Contact
investors@tarkett.com

Media Contacts
Brunswick – tarkett@brunswickgroup.com – Tel: +33 (0) 1 53 96 83 83
Tarkett – communication@tarkett.com
Hugues Boëton – Tel: +33 (0)6 79 89 27 15 – Benoit Grange – Tel +33 (0)6 14 45 09 26

About Tarkett
With a 140-year history, Tarkett is a world leader in innovative and sustainable solutions for floor coverings and sports surfaces, with sales of 3.3 billion euros in 2024. The Group employs nearly 12,000 people and has 24 R&D centers, 8 recycling centers and 35 production sites. Tarkett designs and manufactures solutions for hospitals, schools, homes, hotels, offices, retail outlets and sports fields, serving customers in over 100 countries. To build "The Way to Better Floors", the Group is committed to the circular economy and sustainable development, in line with its Tarkett Human-Conscious Design® approach. Tarkett is listed on the Euronext regulated market (compartment B, ISIN code FR0004188670, mnemonic code: TKTT). www.tarkett-group.com

1 On the basis of 65,550,281 shares and 123,799,014 theoretical voting rights as at January, 31, 2025.
2 Tarkett Participation also holds, together with Mr. Fabrice Barthélemy, President of the Tarkett Management Board and President of Tarkett Participation, and members of the Deconinck family, 59,257, 355 shares and 117,237,748 voting rights, and Tarkett's 18,559 treasury shares, together representing 90.40% of the capital and 94.71% of the voting rights.
3 Tarkett Participation may also carry out additional financing rounds on the market without these being necessary for the financing of the Offer.
4 The ad hoc Committee is composed of three members: Didier Michaud-Daniel, president of the ad hoc Committee (independent member), Sabine Roux de Bézieux (independent member) and Marine Charles.

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