MAUREPAS, France - Berberine EURL (held by Mr. Frederic Marchal), Amiral Gestion, B&G SARL, Financier John Beslay and Mr. Jean-Sebastien Beslay, current reference shareholders (hereafter referred to as “Reference Shareholders”)in Inventoriste with 87.17% of shares and voting rights, granted, on May 9 2009, an exclusive contract to Acto Capital with a view to transferring their shares by no later than July 31 2009 to a holding company which will be held by Mr. Frederic Marchal and Acto Capital.
The holding company, which will have the task of acquiring Inventoriste shares transferred by the Reference Shareholders at a price of 24 Euros per share (cum-dividend), will have, following this acquisition, a participation of 87.17% of shares and voting rights in Inventoriste. This holding company will be controlled by Mr. Frederic Marchal, who will also continue in his role as Chief Executive Officer of Inventoriste.
The envisaged transaction values 100% of Inventoriste shares at 31.5 million Euros. The price of 24 Euros per share (cum-dividend) represents a bonus of 19.11% compared to the last closing market rate on May 8 2009, and a bonus of 24.47% and 23.07% compared to the last 3 and 6 months respectively.
This partnership with Acto Capital (Groupama Private Equity, subsidiary of Groupama, largest mutual insurance company in France) fits into a framework of business continuity and development for Inventoriste.
The information and consultation procedures of the relevant personnel representative authorities within Inventoriste will be implemented pursuant to applicable regulations.
The acquisition of shares as held by the Reference Shareholders of Inventoriste will be subject to obtaining the funding from banks necessary for the acquisition of all Inventoriste shares in addition to fulfilling the normal conditions, particularly with regard to auditing.
Subsequent to the acquisition of shares as transferred by the Reference Shareholders in Inventoriste, a stock price guarantee programme relating to the balance of Inventoriste shares will be proposed to the Financial Markets Authority at a price of 24 Euros per share (cum-dividend), by enforcing the stock market rules in force.
If, following the stock price guarantee, the holding company were to hold in excess of 95% of voting rights in Inventoriste, it would implement a takeover offer at the same price of 24 Euros per share (cum-dividend) and ask for the striking off of Inventoriste shares from the Alternext Paris list.
An independent expert will be appointed by the Inventoriste Board of Directors in order to value the financial conditions of the aforementioned offers.
All information relating to these operations will be made public, pursuant to applicable regulations.
About Inventoriste
Established in 1991, Inventoriste is a specialist in the outsourcing of stocktaking, primarily in the retail world. The group possesses 13 branches in France, subsidiaries in Spain, Italy and Belgium and a branch in Portugal.
Inventoriste is quoted on Alternext Paris - Mnemonique ALIVT -
Code ISIN FR0010082305
About Acto Capital
Acto Capital, a direct investment team sponsored by Groupama Private Equity, invests primarily and over the long term in certain sectors selected for the quality of their fundamentals. Acto Capital has become a key player in France in the Health, Tourism, Leisure and Business Services sectors.
Acto Capital, which currently manages approximately 200 million Euros, is in a fund raising stage for Acto Capital II, for which it has already undertaken two investments.
Groupama Private Equity is the dedicated capital-investment arm of Groupama.
Source: Inventoriste S A
Contacts: Frederic Marchal, Inventoriste, Tel: +33-(0)1-30-49-22-88, frederic.marchal at inventoriste.fr. Camille Tremau, Tsaf - Viel Group, Tel: +33-(0)1-44-50-24-18, camille.tremeau at tsaf-paris.com. Jean-Michel Sceo, Acto Capital, Tel: +33-(0)1-53-93-51-42, jmsceo at groupama-pe.fr. Jerome Biscay, Marie-Laurence Bouchon, Brunswick, Tel: +33(0)1-53-96-83-83
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