Monday, December 16, 2024 - 6.30pm
Success of Doodle's takeover bid for Lexibook shares
Offer largely accepted by shareholders, with 75.93% of Lexibook capital now held by the Offeror
Reopening of the Offer under the same price conditions
from December 18, 2024 to January 7, 2025 inclusive
Lexibook (ISIN FR0000033599 - ALLEX), a European player in electronic leisure products sold under license, announces the result of the public tender offer (the "Tender Offer" or "Offer") initiated by Doodle (the "Offeror") for the shares of Lexibook, and published by the Autorité des marchés financiers (the "AMF").
At the end of the initial Offer period, which ran from November 7, 2024 to December 11, 2024 inclusive, 3,180,354 Lexibook shares were tendered to the Offer.
Taking into account (i) the 250,842 shares acquired on the market by Gilbert Dupont on behalf of the Initiator on October 15, 2024 pursuant to article 231-38, IV of the AMF's general regulations1, and (ii) the 2,463.806 shares held by certain members of the Le Cottier family (the "Founders")2 acting in concert with the Initiator (the "Concert"), the Initiator holds 5,895,002 Lexibook shares representing 8,222,084 voting rights, i.e. 75.93% of the share capital and at least 81.42% of the voting rights of this company3. The Offer therefore achieves the objective set by the Offeror, enabling it to strengthen the Founders' stake in Lexibook's capital, while welcoming a new long-term shareholder, Lawrence Rosen LLC.
The notice of results published by the AMF today is available on the AMF website (www.amf-france.org).
The Offer is therefore successful, and settlement-delivery of the Initial Offer will take place on December 19, 2024. In addition, in accordance with article 1.4.4 of the Offer Prospectus, the Founders will today contribute in kind their 2,463,806 Lexibook shares to the Offeror, representing 31.73% of Lexibook's share capital, as provided for under the terms of the contribution agreement entered into with the Offeror on October 4, 2024.
In accordance with the provisions of article 232-4 of the AMF's general regulations, the Offer will be reopened (the "Reopened Offer") from December 18, 2024 to January 7, 2025 inclusive (as indicated in the indicative timetable below), at the same price, i.e. €4 per Lexibook share, in order to allow shareholders who have not yet done so to tender their shares to the Offer.
The terms of the Reopened Offer remain the same as those set out in the offer document approved by the AMF under visa no. 24-465 on November 5, 2024 (the "Offer Document"). The tender procedure and the centralization of the Reopened Offer will be identical to those applicable to the Offer, it being specified, however, that orders to tender to the Reopened Offer will be irrevocable.
It should be noted that the Offeror does not intend to request the implementation of the squeeze-out at the end of the Reopened Offer, nor to request the delisting of Lexibook shares from Euronext Growth Paris.
The indicative timetable for the Reopened Offer will be as follows:
| December 18, 2024 | Reopening of the Offer for ten (10) trading days |
| January 7, 2025 | Closing of the Reopened Offer |
| January 10, 2025 | Publication by the AMF of the notice of result of the Reopened Offer |
| January 15, 2025 | Settlement - Delivery of the Reopened Offer with Euronext Paris |
All documentation relating to this Offer is also available on the AMF (www.amf-france.org) and Lexibook (https://www.lexibook.com/fr/investisseurs.html) websites.
Gilbert Dupont acted as financial advisor to Doodle and Société Générale as financial advisor, presenting bank and guarantor of the Offer. D&A Strategic Corporate Finance acted as M&A advisor to Lexibook. McDermott Will & Emery and Delsol acted as legal advisors to Doodle and Lawence Rosen respectively.
About Lexibook
Lexibook®, owner of more than 22 registered brands such as Powerman®, Decotech®, Karaoke Micro Star®, Chessman®, Cyber Arcade®, Lexitab®, iParty®, FlashBoom®, etc., is the leader in intelligent electronic leisure products for children. This success is based on a proven strategy of combining strong international licenses with high value-added consumer electronics products. This strategy, complemented by a policy of constant innovation, enables the Group to flourish internationally and to constantly develop new product ranges under the Group's brands. With over 35 million products on the market, the company now sells a product every 10 seconds worldwide! Lexibook's share capital is made up of 7,763,319 shares listed on the Alternext market in Paris (Euronext). ISIN: FR0000033599 - ALLEX; ICB: 3743 - Consumer electronics. For further information: www.lexibook.com and www.decotech-lights.com.
Contact
LEXIBOOK - Aymeric Le Cottier - CEO - 01 73 23 23 48 / aymericlecottier@lexibook.com
IMPORTANT NOTE
The Offer is not and will not be offered in any jurisdiction where it would not be permitted under applicable law. Acceptance of the Offer by persons residing in countries other than France may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer are solely responsible for compliance with such laws and it is therefore their responsibility, before accepting the Offer, to determine whether such laws exist and are applicable, relying on their own advice. For further information, see Section 2.15 of the offer document prepared by DOODLE, approved on November 05, 2024 under no. 24-465 by the AMF.
WARNING
This press release, published for information purposes only, does not constitute a public offering. The offer document prepared by DOODLE, approved by the AMF on November 05, 2024 under no. 24-465, and the reply document approved by the AMF on November 05, 2024 under no. 24-466, as well as documents relating to other information about the offeror and the target, are available free of charge on the AMF (https://www.amf-france.org/) and Lexibook (https://www.lexibook.com/fr/investisseurs.html) websites.
1 AMF document 224C1958 of October 16, 2024
2 Represented by Aymeric, Luc and Emmanuel Le Cottier
3 Based on a share capital of 7,763,319 shares representing a maximum of 10,098,905 voting rights, in accordance with paragraph 2ème of Article 223-11 of the General Regulations.
