One now knows the reasons that led to the financial markets Authority (AMF) to reject Tuesday a public offer of a voluntary exchange of Altice on the 22,25 % of the capital of SFR that it does not yet possess. A decision that resulted in a drop in the share price of SFR 4.37 % on Wednesday, 25,36 euro.
The AMF considered that the minority shareholders of SFR were not well enough informed on the terms of the offer. “These circumstances do not allow to consider the information intended to the minority shareholders on the justification of the exchange ratio to be complete, understandable, and consistent manner in accordance with the provisions (..) of the French monetary and financial code “. The policeman stock tip the specific remuneration of Altice, which should be put in place, a sort of commission holding that SFR had to be paid to Altice. According to the AMF, “the implementation and the terms and conditions “contract remuneration” remain unclear “. However, “its impact would be adverse and potentially significant on the determination of the ranges of parity and should be taken into account by the shareholders in their analysis of the offer, ” says the AMF.
A decision unlikely
in its statement, the regulatory authority would, according to our information, tried to get more details. Altice has finished by stating that the commission taken at 2 to 3 % of the turnover of SFR. But this has clearly not been sufficient to the AMF, and the strength of claim of the information that she could not obtain, has decided to bang one’s fist on the table.
The independent firm Accuracy, which carried out the study on the fairness of the offer, has not been able to incorporate the effect of this wage agreement in its work. The bid offered a very low premium level, found to be very favourable to Altice. The exchange ratio equated to a value per unit of the action LICO 24,72 euros, representing a premium of only 2.6 %.
on Tuesday, Michel Combes, the ceo of Altice, was surprised to find, in our columns, that the AMF is according to him ” pronounced on the economic terms of the offer, that, normally, it doesn’t have to do. “ The decision on the non-compliance of the offer Altice on SFR is absolutely not a judgment on the parity offered, ” says the AMF. the there was on this point no change in the case-law of the AMF, which did not rule directly on the parity “.
The decision of non-compliance is a decision to be rare. Four times only in the past, the constable scholar has made use of this weapon, including 2 times in 2007, in the case of Sacyr and Eiffage and in the folder Gecina-Joaquín Rivero and Bautista Soler.
F. Sch on and L. Bo