- The ad hoc committee of NHOA, in light of the preliminary
analyses of the independent expert and of its financial advisor,
has expressed some reservations regarding the terms of the
simplified tender offer which has been filed by TCC on
NHOA.
- TCC is examining the feedback received to date. It is
expected that it would be declaring its intentions regarding the
terms of the tender offer no later than 20 August 2024.
- During this period, trading on the NHOA shares on the
regulated market of Euronext in Paris will remain suspended.
Trading will resume as soon as possible after TCC’s intentions are
made public.
Regulatory News:
Reference is made to the simplified tender offer which has been
filed by TCC Group Holdings Co., Ltd (“TCC” ; TWSE: 1101) on
8 July 2024, with the French Autorité des marchés financiers (AMF
notice no. 224C1129), through its indirect subsidiary Taiwan Cement
Europe Holdings B.V., on the shares of NHOA S.A. (EURONEXT PARIS:
NHOA.PA) (“NHOA” or the “Company”) (the “Tender
Offer”).
The ad hoc committee of the Board of Directors of NHOA, in light
of the preliminary work of the independent expert (Ledouble) (the
“Independent Expert”) and Rothschild & Cie (as financial
advisor to the ad hoc committee) has expressed some reservations as
to the fairness of the €1.10 price per NHOA share in cash proposed
by TCC and has asked TCC to express its intentions regarding the
Tender Offer in light of this feedback. The ad hoc committee
underlined that the first estimates of the value per NHOA share in
a “sum of the parts” valuation approach result in an amount greater
than €1.10 per share. This is notably due to Free2move eSolutions’
(NHOA’s joint venture with Stellantis) and Atlante’s
valuations.
NHOA understands that TCC is examining the feedback received to
date. It is expected that TCC would be declaring its intentions
regarding the terms of the Tender Offer no later than 20 August
2024. Trading on the NHOA shares on the regulated market of
Euronext in Paris will resume as soon as possible thereafter.
The timing for the delivery of the Independent Expert’s final
report to the ad hoc committee and to the Board and the filing of
the Company’s draft response document with the AMF will be adapted
accordingly.
* * *
Disclaimer
This press release has been prepared for information purposes
only. It does not constitute an offer to purchase or a solicitation
to sell NHOA shares in any country, including France. There is no
certainty that the simplified tender offer mentioned above will be
opened. Under French law, the offer may not be opened until the AMF
has issued a clearance decision (déclaration de conformité). Any
decision relating to the offer must be based exclusively on the
information contained in the offer documentation.
The dissemination, publication or distribution of this press
release may be subject to specific regulations or restrictions in
certain countries. The offer will not be addressed to persons
subject to such restrictions, either directly or indirectly, and
will not be accepted from any country where the offer would be
subject to such restrictions. Accordingly, persons in possession of
this press release are required to inform themselves about and to
comply with any local restrictions that may apply. The Company
declines all responsibility for any breach of these restrictions by
any person whatsoever.
* * *
NHOA Group
NHOA S.A. (formerly Engie EPS), global player in energy storage,
e-mobility and EV fast and ultra-fast charging network, develops
technologies enabling the transition towards clean energy and
sustainable mobility, shaping the future of a next generation
living in harmony with our planet.
Listed on Euronext Paris regulated market (NHOA.PA), NHOA Group
forms part of the CAC® Mid & Small and CAC® All-Tradable
financial indices.
NHOA Group, with offices in France, Spain, Portugal, United
Kingdom, United States, Taiwan and Australia, maintains entirely in
Italy research, development and production of its technologies.
For further information, go to www.nhoagroup.com
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Forward looking statement
This release may contain forward-looking statements. These
statements are not undertakings as to the future performance of
NHOA. Although NHOA considers that such statements are based on
reasonable expectations and assumptions at the date of publication
of this release, they are by their nature subject to risks and
uncertainties which could cause actual performance to differ from
those indicated or implied in such statements. These risks and
uncertainties include without limitation those explained or
identified in the public documents filed by NHOA with the French
Financial Markets Authority (AMF), including those listed in the
“Risk Factors” section of the NHOA 2023 Universal Registration
Document, filed with the AMF on April 12, 2024 (under number
D.24-0279). Investors and NHOA shareholders should note that if
some or all of these risks are realized they may have a significant
unfavorable impact on NHOA.
These forward looking statements can be identified by the use of
forward looking terminology, including the verbs or terms
“anticipates”, “believes”, “estimates”, “expects”, “intends”,
“may”, “plans”, “build- up”, “under discussion” or “potential
customer”, “should” or “will”, “projects”, “backlog” or “pipeline”
or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward looking
statements include all matters that are not historical facts and
that are to different degrees, uncertain, such as statements about
the impacts of the war in Ukraine and the current economic
situation pandemic on NHOA’s business operations, financial results
and financial position and on the world economy. They appear
throughout this announcement and include, but are not limited to,
statements regarding NHOA’s intentions, beliefs or current
expectations concerning, among other things, NHOA’s results of
business development, operations, financial position, prospects,
financing strategies, expectations for product design and
development, regulatory applications and approvals, reimbursement
arrangements, costs of sales and market penetration. Important
factors that could affect performance and cause results to differ
materially from management’s expectations or could affect NHOA’s
ability to achieve its strategic goals, include the uncertainties
relating to the impact of war in Ukraine and the current economic
situation on NHOA’s business, operations and employees. In
addition, even if the NHOA’s results of operations, financial
position and growth, and the development of the markets and the
industry in which NHOA operates, are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods. The forward-looking statements
herein speak only at the date of this announcement. NHOA does not
have the obligation and undertakes no obligation to update or
revise any of the forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240819512408/en/
Press Office: Claudia Caracausi and Davide Bruzzese,
Image Building, +39 02 89011300, nhoa@imagebuilding.it
Financial Communication and Institutional Relations:
Chiara Cerri, +39 337 1484534, ir@nhoagroup.com
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