- A new milestone in completing the initial business combination between Transition S.A. and Arverne Group S.A.S.
- If the transaction is approved by Class B shareholders, it will be finalized as from September 2023 and no later than October 31, 2023
- In the event that Class B shareholders reject the transaction, Transition would have until December 21, 2023, to find a new target. In the absence of a business combination with a new target by such date, Transition would be dissolved by March 21, 2024
Regulatory News:
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.
The Board of Directors of Transition SA (Euronext Paris: TRAN) (the "Company" or "Transition"), met on June 14, 2023, under the chairmanship of Mr Xavier Caïtucoli, Chairman and Chief Executive Officer, and agreed to convene a special general meeting of shareholders holding Class B preference shares in the Company ("Class B shares) on July 26, 2023, in accordance with the provisions of Articles 11.3 and 20 of the Company's bylaws, in order to vote on the proposed Initial Business Combination ("Rapprochement d'Entreprises" as defined in the Company's bylaws) with Arverne Group SAS (the "Special Meeting"). The notice of the Special Meeting was published today in the Bulletin des Annonces Légales et Obligatoires (BALO) and is available on the Company's website.
The proposed Initial Business Combination is outlined in the joint press release published by the Company and Arverne Group SAS on June 16, 2023 (the "IBC Notice
It is reminded that shareholders of the Company who wish to have all or part of their Class B shares redeemed may do so by following the procedure detailed in the IBC Notice and the notice of the Special Meeting.
For the redemption process to be initiated, the proposed Initial Business Combination with Arverne Group SAS needs to be previously approved by the Special Meeting, in accordance with the Company's bylaws. In this scenario, cancellation of the repurchased Class B shares and payment by Transition of the redemption price will take place as from September 2023 and no later than October 31, 2023.
In the event that the proposed Initial Business Combination is rejected by the Special Meeting, Transition will have until December 21, 2023, to submit a new proposal of an Initial Business Combination at another special meeting, to be completed within the same timeframe. If these conditions are not met, Transition would be dissolved by March 21, 2024, and the Company liquidated in accordance with the rules related to distribution of the Company's assets and any liquidation surplus, as set forth in Article 27.2 of the Company's bylaws.
Important notice
The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.
This press release is provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France.
European Economic Area France
This press release is not a prospectus but an advertisement provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities by Transition, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France.
A prospectus (the "MergerProspectus") will be submitted to the approval of the Autorité des marchés financiers solely for the purpose of the merger between Transition and Arverne Group and a separate prospectus (the "Listing Prospectus") will be submitted to the approval of the Autorité des marchés financiers solely for the purpose of the admission for trading on the professional segment (compartiment professionnel) of the regulated market of Euronext Paris of the securities to be issued by Transition through a placement to the benefit of certain investors and a categories of investors, as the case may be. A copy of the Merger Prospectus and the Listing Prospectus will be available on the AMF's website (www.amf-france.org) and on Transition's website (spactransition.com) and will be obtainable free of charge from Transition. The Merger Prospectus and the Listing Prospectus will include a detailed description of Transition, including a section describing certain risk factors relating to Transition and the Merger and the PIPE.
Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of the information contained in the Merger Prospectus and the Listing Prospectus, as applicable.
The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
The securities of Transition admitting for trading on the professional segment (compartiment professionnel) of the regulated market of Euronext Paris are addressed solely to Qualified Investors, as defined in the regulation (EU) 2017/1129 of 14 June 2017 and in accordance with the provisions of Article L. 411-2, 1° of the French Code monétaire et financier.
United Kingdom
This press release does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this press release is for distribution only to and is directed only at (a) "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of U.K. domestic law by virtue of the EUWA which are (b) (i) persons who have professional experience in matters relating to investments falling within the provisions of Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) "high net worth entities", "unincorporated associations" and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This press release must not be acted on or relied on, in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is only available to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this press release must satisfy themselves that it is lawful to do so.
United States of America
This press release and the information it contains does not, and will not, constitute an offer to the public to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, Transition securities in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), it being specified that the Transition securities have not been and will not be registered under the Securities Act and Transition does not intend to register securities or conduct an offer to the public in the United States.
Canada
This press release and the information it contains do not, and will not, constitute an offer to the public to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, Transition securities in any province or territory of Canada. Securities may not be offered or sold in Canada except in a transaction exempt from the prospectus requirements of applicable Canadian securities laws or pursuant to a prospectus that qualifies those securities in the relevant provinces and territories of Canada, it being specified that the Transition securities have not been and will not be qualified by way of prospectus under the securities laws of any province or territory of Canada and Transition does not intend to qualify any such securities or conduct an offering to the public in Canada.
This announcement is not being made in and copies of it may not be distributed or sent, directly or indirectly, into the United States of America, Canada, Australia or Japan.
Public information
Potential investors should review the risk factors described in Transition's prospectus that has been approved by the AMF on June 16, 2021 solely for the purpose of listing of Transition securities on the professional segment (compartiment professionnel) of the regulated market of Euronext Paris. A copy of the prospectus is available on the AMF's website at www.amf-france.org and on Transition's website (spactransition.com) and may be obtained free of charge from Transition.
View source version on businesswire.com: https://www.businesswire.com/news/home/20230621714454/en/
Contacts:
Media Contact Transition
transition@image7.fr
Investor Contact Transition
contact@spactransition.com
