Talan SAS reach agreement on voluntary takeover bid to acquire Micropole S.A. (ENXTPA:ALMIC) from Christian Poyau, Thierry Létoffé and others for approximately ?90.7 million on May 29, 2024. A cash consideration valued at ?3.12 per share will be paid by Talan SAS. Micropole decided to accept the offer from Talan, which was the best bidder both in terms of price per share and industrial project. Under these agreements, Christian Poyau and his affiliates who hold 3,385,838 Micropole shares have undertaken to contribute (directly and indirectly) all of their shares i.e. 3,385,838 Micropole shares representing 11.64% of the capital and 19.39% of the voting rights of Micropole, by way of contribution to the Offer in cash in the amount of 12,013 shares (i.e. 0.4% of the capital) and by way of contribution in kind to Talan in the amount of 3,373,825 (i.e. 11.60% of the capital), in return for the issue by Talan of new ordinary shares. Likewise, Thierry Létoffé and his affiliates who hold 2,544,657 Micropole shares have undertaken to contribute (directly and indirectly) all of their Micropole shares, i.e. 2,544,657 Micropole shares representing 8.75% of the capital and 9, 76% of the voting rights of Micropole, by way of contribution to the Offer in cash in the amount of 1,565,978 shares (i.e. 5.38% of the capital) and by way of contribution in kind to Talan in the amount of 978,679 shares (i.e. 3.36% of the capital), in return for the issue by Talan of new ordinary shares. The Micropole board of directors, meeting on May 28, 2024, unanimously and favorably welcomed the planned transaction.

The merger of Talan and Micropole will create one of the essential expert leaders in Data and Innovation in Europe. The new group aims to represent ?780 million in turnover in 2024, including more than ?250 million linked to Data expertise and comprising more than 6,200 employees spread across 18 countries. In the event that Micropole's board of directors recommends a competing offer or that a competing offer receives a positive result, Micropole has undertaken to pay Talan partial coverage of costs up to ?2 million. Talan, for his part, has irrevocably committed to submitting the Offer to the AMF within approximately the next three weeks. If this is not the case within 40 working days, Micropole will have the option of terminating the strategic agreement ( Tender Offer Agreement ), in which case Talan will have to pay Micropole compensation of ?2 million. The board of directors decided that the treasury shares would not be tendered to the Offer.

Talan has obtained the equity and financing agreements necessary to fully finance the Offer in certain funds. The provision of financing for the Offer remains subject to the usual documentary conditions for this type of operation. Completion of the Offer will be subject to the mandatory minimum acceptance condition provided. The opening of the Offer will be subject to prior obtaining authorization from the Minister of the Economy in relation to the control of foreign investments in France, as well as prior obtaining authorization from the Authority of competition under merger control. The completion of the Offer will be subject only to the usual conditions precedent of approval by the competition authorities in France and the control of foreign investments in France. The Board of Directors of Micropole S.A. formed a special committee for the transaction. The deal has been unanimously approved by the board.

FINEXSI, SA, acted as fairness opinion provider to Micropole. Olivier Huyghues Despointes, Adriana Chiche, Sophie Robert, Nicolas Mennesson, Henri Savoie, Guillaume Griffart, Constance Bocket and Laure Laborde of Darrois Villey Maillot Brochier acted as legal advisor to Micropole S.A. and Duroc Partners acted as legal advisor to Micropole?s management. Ayache, Salama & Associes, White & Case and Archers acted as legal advisor to Talan. Arnaud Fromion, Laurent Bonnet, Charles-Henri de Gouvion Saint Cyr of The Goodwin Paris Debt Finance Team advised Private Debt funds managed by Tikehau Capital and CVC Credit Partners on the financing of Talan?s voluntary takeover bid for all Micropole shares. Pascal Raidron, Mathieu Morisot, Franck Pignede, Bertrand Chambrun, Guillaume Rembry, Baptiste Gachet, and Tatiana Maroslavac of Eight Advisory acted as legal advisor & provided financial and tax due diligence services to Talan Group.