- 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 towww.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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Contacts:
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
