PRESS RELEASE DATED JUNE [__]th, 2021
AVAILABILITY OF THE OFFER DOCUMENT AND INFORMATION RELATING IN PARTICULAR TO THE LEGAL, FINANCIAL AND ACCOUNTING CHARACTERISTICS OF TARKETT PARTICIPATION
IN CONNECTION WITH THE SIMPLIFIED TENDER OFFER
FOR THE SHARES OF THE COMPANY
|PRESENTING AND GUARANTEEING BANK|
20 Euros per Tarkett share
DURATION OF THE OFFER:
22 trading days
The timetable for the simplified tender offer (the “Offer”) will be determined by the Autorité des marchés financiers (the “AMF”) in accordance with the provisions of its general regulation.
This press release has been established by Tarkett Participation and released in accordance with the provisions of Articles 231-27 2° and 231-28 of the general regulation of the AMF.
In accordance with Article L. 433-4(II) of the French Monetary and Financial Code and Articles 237-1 and following of the AMF’s general regulation, in the event that, after this Offer, the number of Tarkett shares not tendered to the Offer by minority shareholders (other than shares held by Tarkett in treasury and free shares covered by a liquidity mechanism) does not represent more than 10% of Tarkett’s capital and voting rights, Tarkett Participation intends to file a request with the AMF to carry out, within three (3) months of the closing of the Offer, a squeeze-out in order that the Tarkett shares not tendered to the Offer (other than shares held by Tarkett in treasury and free shares covered by a liquidity mechanism) be transferred to Tarkett Participation in return for compensation per share equal to the Offer price.
In accordance with the provisions of Article L. 621-8 of the French Monetary and Financial Code and Article 231-23 of its general regulations, the AMF has, in application of its declaration of conformity of the simplified public offer dated June 8th, 2021, affixed visa No. 21-208 dated June 8th, 2021 on the offer document prepared by Tarkett Participation relating the simplified public offer for the Tarkett shares.
In accordance with Article 231-28 of the general regulation of the AMF, information relating in particular to the legal, financial and accounting aspects of Tarkett Participation was filed with the AMF on June 8th, 2021 and made available to the public as of today.
Tour Initiale – 1, Terrasse Bellini
92919 Paris La Défense Cedex
|Rothschild Martin Maurel
29 Avenue de Messine
4 rue d’Antin
|Crédit Agricole Corporate and Investment Bank
12, place des Etats-Unis CS 70052
92547 Montrouge Cedex
75886 Paris Cedex 18
Prior to the opening of the Offer acceptance period, the AMF will publish a notice announcing the opening of the Offer, and Euronext Paris will publish a notice announcing the terms and timetable of the Offer.
This press release was prepared for informational purpose only. It is not an offer to the public and it is not for diffusion in any other country than France. The diffusion of this press release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not made for persons subject to such restrictions, neither directly nor indirectly, and may not be accepted in any way from a country where the Offer would be subject to such restrictions. Consequently, persons in possession of this press release shall inquire about potential applicable local restrictions and comply with them.
Tarkett Participation excludes all liability in the event of any breach of the applicable legal restrictions by any person.
Information for U.S. holders
The Offer referenced in this press release is made for the securities of Tarkett and is subject to the laws of France. It is important that U.S. holders understand that the Offer and this press release are subject to disclosure and takeover laws and regulations in France that may be different from those in the United States. To the extent applicable, Tarkett Participation will comply with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Tarkett Participation intends to treat the Offer as one to which the “Tier II” exemption mentioned in Rule 14d-1(d) under the Exchange Act applies. Pursuant to an exemption from Rule 14e-5 under the Exchange Act, Tarkett Participation may, from time to time, purchase or make arrangements to purchase shares outside the Offer from the time the Offer was announced until the commencement of the Offer, to the extent permitted under the applicable French laws and regulations and provided certain other conditions are met.
Neither the U.S. Securities and Exchange Commission nor any securities commission of any state of the United States has (a) approved or disapproved the Offer; (b) passed upon the merits of fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this press release. Any representation to the contrary is a criminal offense in the United States.