Q&A
Find in this section the answers to the questions related to the friendly simplified tender offer initiated by Dalet Holding on all Dalet shares.
For more details, shareholders are invited to consult the documentation approved by the AMF on February 16,2021 (Dalet Holding's prospectus approved by the AMF under No. 21-037 and Dalet's response note approved by the AMF under No. 21-038) and other information relating to the legal, financial, accounting and other characteristics of Dalet Holding and Dalet. All of these documents are available on the AMF website (www.amf-france.org), on Dalet Holding’s website (www.daletholding.com) and on Dalet's website (www.dalet.com).
1) Who is the initiator of the bid?
Dalet Holding is a French SAS incorporated for the purposes of the Dalet acquisition. Dalet Holding is controlled and financed by the partners of Long Path Partners, a long‐term financial investor.
2) Why is Dalet Holding launching this tender today?
Following the acquisition last December of a majority block (3,212,399 Dalet shares representing approximately 80.7% of Dalet's share capital and 84.5% of Dalet's voting rights) at a price of €13.52 per share, Dalet Holding, a takeover vehicle ultimately controlled by Long Path Partners, filed on January 11, 2021, a draft simplified tender offer, at the same price of €13.52 per share, for all Dalet shares not already owned.
The proposed Offer, as well as the Acquisition of the Control Block which preceded it, is motivated by the transformation of the Dalet Group, (evolution of its offers towards the Cloud, agile solutions and recurring revenue model, initiated with the acquisition of the Ooyala Flex Platform in 2019). In an uncertain economic context, Dalet would thus benefit from sustainable resources to carry out the necessary investments to meet the future challenges of its industry.
3) How is the Offer structured? What is the price offered?
The price offered to Dalet shareholders in the Tender Offer document filed by Dalet Holding is €13.52 per share, paid in cash. It is identical to the price paid by Dalet Holding to obtain a controlling interest of 80.7% from the main shareholders.
This price is supported by the multi‐criteria valuation work carried out by Alantra as a guarantor presenting bank.
The price of €13.52 per share results in the following premiums of:
4) What securities are covered by the Offer?
The Tender Offer relates to all of the existing shares of Dalet not held, directly or indirectly, by the initiator at the date of the Tender Offer.
In accordance with the provisions of article 231-38 IV of the AMF's general regulations, the initiator has acquired on the market 144,419 additional shares of the Company at a unit price of €13.52 since the beginning of the pre-bid period on January 12, 2021.
Prior to the opening of the Offer, DALET Holding holds 3,356,818 shares representing 84.36% of the share capital and 84.15% of the theoretical voting rights of the Company. The Offer thus relates, to the knowledge of the initiator, to a maximum total number of 622,564 shares representing 15.64% of the capital of the Target.
5) What will be the indicative timetable of the Tender Offer?
In accordance with the notice of opening and timetable published by the AMF, the Offer is open for the period ranging from February 18 to March 10, 2021 inclusive. The publication of the notice of result of the Offer by the AMF will take place on March 12, 2021.
6) How do I tender my shares to the Tender Offer?
All DALET SA shareholders will receive a form from their financial intermediary (bank, online broker, etc.) to respond to the Simplified Public Tender Offer by mail to their home address or by email.
You must return this form for the sale of DALET shares, completed and signed, NO LATER THAN MARCH 10, 2021, to your financial intermediary (bearer shareholder) or to CACEIS Corporate Trust (registered shareholder) by e-mail or to the address CACEIS, 14 rue Rouget de Lisle 92130 Issy-les-Moulineaux.
Shareholders are invited to check with their financial intermediary whether there is a specific deadline for submitting their irrevocable bid order.
Note: Dalet shares held in pure registered form will have to be converted to bearer form in order to be tendered to the offer. Consequently, shareholders whose shares are held in pure registered form and who wish to sell or tender shares to the offer will have to request the conversion of their shares to bearer form as soon as possible.
If you are a pure registered shareholder, you may contact:
CACEIS Corporate Trust - Investor Services
Phone number PARIS : 33 (0)1 57 78 34 44
Email: ct-contact@caceis.com
7) Do I have to tender my securities to the Offer?
Shareholders are free to tender or not to tender their shares to the offer. Dalet Holding offers shareholders who tender their shares to the offer immediate liquidity on all their shares at a price of €13.52 per share identical to the price of the acquisition of the controlling block.
DALET has already communicated its intention to implement, within a period of three months following the closing of the Offer, in accordance with the provisions of articles L. 433‐4 II of the French Monetary and Financial Code and articles 237‐1 to 237‐10 of the AMF's general regulations, a squeeze‐out procedure in order to transfer the Dalet shares not tendered to the Offer in exchange for compensation equal to the Offer Price, i.e. €13.52 per Dalet share.
8) What happens if I don't accept the offer?
If you decide not to tender your Dalet shares to the offer, you will retain your shares and the possibility to trade them freely for cash on the Euronext market in Paris at market conditions. It should be noted, however, that, depending on the outcome of the offer, the liquidity of Dalet's shares may be reduced following the transaction due to the reduction of the free float.
If you decide not to tender your shares to the offer and a squeeze‐out procedure is implemented, all shares that have not been tendered to the offer will be transferred to Dalet Holding in consideration of a compensation of €13.52 per share.
9) When will I received my cash after the Tender Offer period?
As the offer is carried out by way of purchase on the market in accordance with Article 233-2 of the AMF's General Regulations, settlement and delivery will take place as orders are executed, within two trading days following each execution.
10) Is the proposed price fair?
The financial terms of the Offer were considered fair by the independent expert, the FINEXSI law firm, represented by Mr. Olivier Peronnet and Mr. Errick Uzzan, who believes that "the Offer price of €13.52 per share is fair from a financial point of view for the shareholders of DALET.”
11) What is the position of Dalet’s Board of Directors?
Based on the opinion of Dalet's Social and Economic Committee and the work of FINEXSI, the independent expert appointed on October 26, 2020 to prepare a report on the financial terms and conditions of the offer and, if applicable, the squeeze-out, Dalet's Board of Directors issued a favorable reasoned opinion on the offer, considering that it is in the interest of Dalet, its shareholders and its employees, and recommended that shareholders tender their shares to the offer at its meeting on January 29, 2021.
The board's reasoned opinion is available in the reply note available on Dalet's website.
12) Do the Dalet Shares remain tradable until the closing of the Offer?
Dalet shares are admitted to trading on Euronext Paris (FR0011026749 ‐ DLT) and will remain tradable until the closing of the Offer.
13) Is there a mandatory withdrawal?
If, following the offer, the shares held by Dalet's minority shareholders represent less than 10% of Dalet's share capital and voting rights, Dalet Holding will apply to the AMF for the implementation of a squeeze‐out procedure. The shares not tendered to the offer will then be transferred to Dalet Holding in consideration of an indemnity of €13.52 per share.
14) As a foreign resident shareholder of Dalet, can I participate in the Offer?
The Offer is made exclusively in France. For further details, see section "2.8 ‐ Restrictions on the Offer Abroad" of the offer document.
The tender offer document is available in the Documents section of this site and on the AMF website (www.amf‐france.org).
Shareholders of the Company located elsewhere than in France may participate in the Offer only to the extent that such participation is permitted by the local law to which they are subject, without any formality or publicity being required on the part of the Offeror.
Dalet Holding declines all responsibility in case of violation by any person located outside France of the foreign legal or regulatory restrictions applicable to it.
Communiqué normé du projet de note d’information - January 11, 2021
