REGULATED INFORMATION - PUBLICATION OF INSIDE INFORMATION
Not for release, publication or distribution in any jurisdiction where its publication would be unlawful.
The FSMA has announced that Koinon NV (Koinon) launches a voluntary and conditional public takeover bid for all shares of Roularta Media Group NV (RMG) that are not already held by it or its connected persons (the Bid).
The Bid is made in cash at a price of EUR 15.50 per share. The Bid price per share will be reduced on a euro-for-euro basis by the gross amount of any dividend or other distributions made by RMG to its shareholders with a payment date that falls after the date of this press release and before the payment date of the Bid.
On the date of this press release, Koinon holds 10,072,436 shares in RMG (or 72.30%) and RMG holds 1,611,984 treasury shares (or 11.57%). Koinon and its connected person (i.e. RMG) thus jointly own 11,684,420 shares in RMG. The Bid relates to all shares not already held by Koinon or the persons connected with Koinon, i.e. a total of 2,247,500 shares in RMG at the date of this press release.
The Bid is subject to a number of conditions, including an acceptance threshold of 95% and customary material adverse changes protection. If Koinon and persons acting in concert with it hold at least 95% of the shares in RMG after the Bid and have acquired at least 90% of the shares to which the Bid relates, Koinon intends to launch a simplified squeeze-out bid.
The Bid price represents a premium of 24.5 % to the closing price of the RMG share on 13 March 2025. The price represents a premium of 28.9%, 29.2%, 31.9% and 38.9% respectively to the volume-weighted average stock market prices over the past 1, 3, 6 and 12 months.
The independent directors of RMG have appointed Degroof Petercam Corporate Finance NV as independent expert to draw up a report in accordance with Article 23 of the Royal Decree of 27 April 2007 on the public takeover bids.
Subject to the review of the prospectus, the board of directors of RMG has unanimously decided to support and recommend the Bid. The board of directors will explain its position in more detail in a response memorandum to the prospectus.
The Bid is supported by the shareholder West Investment Holding S.A., which has irrevocably committed to contribute all its 522,136 shares in RMG (or 3.75%) to the Bid.