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.
1) Who is the initiator of the bid project?
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 project today?
Following the acquisition last December of a majority block (3,212,354 Dalet shares representing approximately 80.7% of Dalet's share capital and 80.1% 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 will be the price offered?
The price offered to Dalet shareholders in the draft Offer 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 will be the indicative timetable of the Offer?
Prior to the opening of the Offer, the AMF will publish a notice of opening and timetable, and Euronext Paris will publish a notice announcing the terms and timetable of the Offer.
For information purposes and subject to the AMF's review, the Offer would be open from February 18 to March 10, 2021 inclusive. The publication of the notice of result of the Offer by the AMF would take place on March 12, 2021.
5) Do I have to tender my securities to the Offer?
At the opening of the offer period, shareholders will be 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.
6) 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.
7) 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.
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) 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 draft offer document.
The draft 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.
