Upon completion of the Offer, depending upon the percentage of the share capital and voting rights of Meetic held by the Offeror, changes may be made to the Company’s Board of Directors in order to reflect the new shareholder structure.
Mr. Marc Simoncini will resign as Chairman of the Board and Chief Executive Officer, but will remain on the Board of Directors and provide consulting services to the Company. Match expects that Phillipe Chainieux, currently Managing Director and Deputy Chief Executive Officer of the Company, will serve as Chief Executive Officer of the Company and continue to run the day-to-day operations of the Company.
of the AMF General Regulation, the Offeror may however implement, within a 3-month period as from the Offer’s closing date, a squeeze-out (retrait obligatoire) for the Company Shares if the Offeror owns more than 95% of the capital and voting rights of the Company.
The price proposed by the Offeror is 15 euros per share
The Offeror will also have the ability, in the event that it holds directly or indirectly at least 95% of the Company’s voting rights, and no mandatory squeeze-out is implemented upon completion of the Offer, to file with the AMF a draft public buy-out offer (projet d’offre publique de retrait) followed by a mandatory squeeze-out in accordance with Articles 237-1 et seq. of the AMF General Regulation if following such buy-out offer, the Offeror also holds more than 95% of the shares. In the last case, the mandatory squeeze-out shall be subject to the AMF’s clearance in light notably of the evaluation report to be provided by the Offeror and of the report of an independent expert to be appointed in accordance with the provisions of Article 261-1 II of the AMF General Regulation.
On an operational level, Match does not currently plan to formally combine the operations of oulfa sitio de citas Meetic with those of its other businesses; however, as noted above it may provide consultancy or advisory services on a formal or informal basis to the Company.
Following the filing of the Offer, Match may consider certain legal reorganization within the group which may imply a grouping of the Company Shares held by the Match group under one single entity (for instance, via the contribution of Match Pegasus Limited’s equity to the Offeror, which may be completed during the Offer period).
The Offeror will examine the policy for distributing dividends of the Company following the closing of the Offer, in accordance with applicable laws. A decision as to the dividend distribution policy will depend in particular on the Company’s capacity for such distribution and its working capital and financing needs.
Match believes that this purchase price provides an attractive value to all shareholders of the Company who are seeking liquidity for their shares.
Match believes that its increased ownership stake in the Company resulting from the Offer also will be in the best interest of Meetic’s continuing shareholders, as Match intends to collaborate more closely with the Company, including by leveraging its industrial knowledge through Meetic’s local European management to help Meetic improve its operations and financial performance. However, neither the extent to which additional investment in the business will be required, nor the time horizon required to re-start profitable revenue growth at Meetic, is known at this time.
Pursuant to Articles 237-14 et seq
The Match group currently owns, through Match Pegasus Limited, 6,094,334 Company Shares, representing % of the Company Shares of Meetic, which it obtained when it combined its European businesses with Meetic in 2009. Mr. Marc Simoncini, Match Pegasus Limited and Meetic S.A. entered into a shareholders agreement at the time of such contribution, a sumF (cf. ) (the «2009 Shareholders Agreement»).