Regulatory News:
BALYO (“Balyo” or the “Company”) (Paris:BALYO) and
a wholly owned subsidiary of SoftBank Group Corp. (together with
its affiliates, “SoftBank”), entered into an agreement
(“Tender Offer Agreement”) which sets out the terms and
conditions of the proposed acquisition of Balyo’s shares by
SoftBank, by means of an all-cash public tender offer at €0.85 per
share1 ("Offer").
- A friendly Offer at a price of €0.85 per share, representing
a premium of approximately 54.3% over the 30-day volume-weighted
average stock market price.
- Balyo’s Board of Directors welcomes the offer in
principle.
- Tender Offer Agreement containing the key terms of the Offer
was entered into between Balyo and SoftBank.
A strategic investment
Through its portfolio of automated robotic forklift
technologies, Balyo is complementary to SoftBank’s existing
investments in the Transportation and Logistics industries. This
acquisition will also provide access to SoftBank’s global network
of 470+ technology-led companies with scope to develop new
commercial relationships for mutual benefit. Balyo’s Board of
Directors believe that through this partnership, the Company will
benefit substantially from SoftBank’s technological and commercial
expertise while also securing the necessary financial resources to
reach its full potential.
The price of the Offer represents a premium of
approximately:
– 57.4% compared to the last closing price
before the announcement of the Offer (as at 12 June 2023); – 54.3%
compared to the weighted average price of the last 30 trading days
before the announcement of the Offer; and – 48.0% compared to the
weighted average price of the last 60 trading days before the
announcement of the Offer.
1. Offer supported in principle by Balyo’s Board of Directors
pending the opinion of the CSE and the conclusions of the
independent expert
Balyo’s Board of Directors welcomes and supports the Offer in
principle, pending the opinion of Balyo’s Social and Economic
Committee (CSE) and the report of Eight Advisory, who was appointed
by the Board of Directors on 13 June 2023 as an independent expert
tasked with issuing an opinion on the financial terms of the Offer,
pursuant to the provisions of Articles 261-1, I, 2°, 4° and 5° and
261-1, II of the AMF General Regulation. Balyo will launch shortly
an information-consultation procedure with its CSE. Balyo’s Board
of Directors has also set up an ad hoc committee comprised of three
members, a majority of which are independent directors. In
accordance with applicable regulations, this ad hoc committee will
be responsible for:
- Supervising the work of the independent
expert, and - issuing recommendations to the Board of Directors on
the proposed Offer.
2. Undertakings to tender
Concurrently with the signing of the Tender Offer Agreement,
certain shareholders of Balyo, including notably Bpifrance
Investissement, SSUG, Financière Arbevel, Linde Material Handling,
Hyster-Yale, Invus Public Equities, L.P. and Thomas Duval as well
as certain employees and legal representatives of Balyo, undertook
to tender their shares into the Offer.
In accordance with applicable securities laws, such undertakings
to tender remain revocable in the event of a superior offer.
Pursuant to the undertakings to tender, SoftBank entered into
agreements over circa 41.08% of the outstanding share capital of
the Company.
3. Main terms and timetable envisaged for the Offer
It is contemplated that the Offer documents will be filed with
the AMF after the issuance by Balyo’s Board of Directors of its
reasoned opinion on the Offer, and in parallel with the filing to
obtain foreign investment control clearance in France. The opening
of the Offer will be subject to the AMF’s and such French foreign
investment control clearances.
It is planned that the Offer documents will be filed with the
AMF during the third quarter of 2023 and that the Offer will be
completed in the last quarter of 2023. In addition to the mandatory
expiry threshold provided for in Article 231-9, I, 1° of the AMF
General Regulation, the Offer will be subject to a minimum
acceptance threshold pursuant to Article 231-9, II of the AMF
General Regulation, allowing SoftBank to withdraw the Offer if it
does not obtain at least 66.67% of the capital and voting rights in
Balyo.
If the regulatory conditions are met upon completion of the
Offer, SoftBank intends to implement a mandatory squeeze-out on the
remaining outstanding shares of Balyo (on the same financial terms
as those of the Offer) and a delisting of the Company.
4. Main terms of the contemplated transaction
The Company’s Board of Directors approved the Tender Offer
Agreement governing the respective commitments of the Company and
SoftBank in connection with this transaction and authorized its
signature by the Company. The main terms of the Tender Offer
Agreement are as follows:
- The terms of the proposed Offer; - A
commitment to cooperate in good faith towards the filing and
completion of the Offer and not solicit, initiate or encourage an
offer from any person other than SoftBank relating to the sale or
issue of the Company’s securities, provided that the members of the
Company's Board of Directors will not be prevented from fulfilling
their fiduciary obligations to the Company and its shareholders in
the event of a competing offer; - Cooperation commitments aimed in
particular at:
- enabling SoftBank to appoint new representatives to the Board
of Directors of the Company, representing at least a majority;
and
- facilitating the refinancing of the Company and its
subsidiaries, it being specified that SoftBank intends to finance
the transaction with existing cash on hand,
- Customary commitments by Balyo to operate
its business in the ordinary course of business; - Customary
representations and warranties by the Company and SoftBank; - A
commitment from the beneficiaries of outstanding free
performance-based preferred shares to tender to the Offer either
those ordinary shares to be issued upon conversion of vested free
performance-based preferred shares, or those unvested free
performance-based preferred shares; - Customary termination rights;
and - The payment by Balyo of a €595,794 fee to SoftBank if (i) a
competing offer is submitted and is successful and/or accepted by
the Company or supported by the Company's Board of Directors, (ii)
the Company's Board of Directors does not reiterate, withdraws,
materially changes or modifies its initial opinion supporting the
Offer, or (iii) an alternative transaction (as such term is defined
in the Tender Offer Agreement) approved by the Company's Board of
Directors which would negatively affect the implementation of the
Offer is completed by Balyo.
5. Agreement with senior lenders
The Company signed an agreement with its senior lenders on 13
June 2023 regarding the extension of its existing senior financing
arrangements. This agreement was made necessary due to the
Company’s anticipated inability to make the forthcoming scheduled
payments to its senior lenders and will give the Company visibility
on its short-term financial position.
6. Interim Financing
SoftBank is providing Balyo with interim financing up to the sum
of EUR 5,000,000 to allow Balyo to meet its on-going working
capital requirements (“Financing”). The Financing will be
provided in a number of installments and by way of convertible
bonds issued by Balyo to SoftBank, due on 31 October 2024, which
will accrue interest at a rate per annum equal to the higher of (i)
10%, or (ii) the sum of 10% and the Euro secured overnight
financing rate.
The amount drawn down by Balyo under the Financing is
convertible at SoftBank’s election, at the following price: (i) if
the conversion is on or after the filing of the Offer but before
the earlier of the Offer closing and the termination of the Offer
(meaning the Tender Offer Agreement being terminated in accordance
with its terms for any reason whatsoever), at the Offer price per
share; (ii) if the conversion is on or after the earlier of the
Offer closing and the termination of the Offer and Balyo’s shares
are still listed on Euronext Paris, at the lower of (A) the Offer
price, and (B) a 20% discount to Balyo’s share price at the date of
the conversion notice, based on the last thirty (30) day VWAP; and
(iii) if the conversion is on or after the earlier of the Offer
closing and the termination of the Offer and Balyo’s shares have
ceased to listed on Euronext Paris following successful completion
of a mandatory squeeze-out on the remaining outstanding shares of
Balyo, at the lower of (A) the Offer price per share, and (B) a 20%
discount to the fair market value of Balyo’s shares.
Depending on whether the bonds are converted (as the case may
be) with or without such 20% discount, the new shares resulting
from a full conversion of the bonds into equity will represent from
14.7% to 17.7% of Balyo's share capital.2
Upon termination of the Offer (as the case may be), the
Financing will remain in place but the amount available to Balyo
shall be reduced to EUR 3,000,000 less any amounts that have
previously been drawn3.
Advisors
Raine Group and Alantra are acting as financial advisor and
Morrison Foerster and Bredin Prat as legal advisor to SoftBank.
TAP Securities Ltd is acting as financial advisor of Balyo and
Ashurst is acting as legal advisor of Balyo.
***
About BALYO
Humans around the World deserve enriching and creative jobs. At
BALYO, we believe that pallet movements in DC and manufacturing
sites should be left to fully autonomous robots. To execute this
ambition, BALYO transforms standard forklifts into intelligent
robots thanks to its breakthrough Driven by Balyo™ technology. Our
leading geo guidance navigation system enables robots to locate
their position and navigate autonomously inside buildings - without
the need for any additional infrastructure. To accelerate the
material handling market conversion to autonomy, BALYO has entered
into two global partnerships with KION (Fenwick-Linde's parent
company) and Hyster-Yale Group. A full range of globally available
robots has been developed for virtually all traditional warehousing
applications; Tractor, Pallet, Stackers, Reach and VNA-robots.
BALYO and its subsidiaries in Boston and Singapore serve clients in
the Americas, Europe and Asia-Pacific. The company has been listed
on EURONEXT since 2017 and its sales revenue reached €24.1 million
in 2022. For more information, visit www.balyo.com.
About SoftBank Group
The SoftBank Group invests in breakthrough technology to improve
the quality of life for people around the world. The SoftBank Group
is comprised of SoftBank Group Corp. (TOKYO: 9984), an investment
holding company that includes stakes in AI, smart robotics, IoT,
telecommunications, internet services, and clean energy technology
providers; the SoftBank Vision Funds and SoftBank Latin America
Funds, which are investing more than US$160 billion to help
extraordinary entrepreneurs transform industries and shape new
ones. To learn more, please visit https://group.softbank/en.
Important Information
This press release has been prepared for information purposes
only.
It does not constitute an offer to purchase or a solicitation to
sell Balyo securities in any country, including France. It is not
intended for distribution in any country other than France, except
where such distribution is permitted by applicable laws and
regulations.
In the event that the Offer is filed, the documentation relating
to the Offer, including the terms and conditions of the Offer, will
be submitted to the AMF, which will assess its compliance with the
applicable legal and regulatory provisions. The Offer may only be
opened once it has been declared compliant by the AMF. The
dissemination, publication or distribution of this press release,
as well as the Offer and its acceptance, may be subject to specific
regulations or restrictions in certain countries. The Offer will
not be directed to persons subject to such restrictions, either
directly or indirectly, and may 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 observe any local restrictions that may
apply.
Balyo and SoftBank do not accept any liability for any breach of
these restrictions by any person.
1 The ordinary shares resulting from the conversion of tranches
1 and 2 of the free performance-based preferred shares or of the
exercise of the business creator warrants (bons de souscription de
parts de créateur d’entreprise), as well as the unvested tranches 3
to 5 of the free performance-based preferred shares and the Company
warrants (bons de souscription d’actions), will be targeted by the
Offer under terms consistent with the Offer price, being €0.01 per
preferred share and €0.07 per Company warrant. 2 For illustrative
purposes, this means that a shareholder who owned 1% of Balyo’s
share capital before the capital increase would own from 0.85% to
0.82% of Balyo's share capital following completion of such capital
increase. This calculation is based on conversion either: (i) at
the offer price; or (ii) at a 20% discount to fair market value
(assumed to be €0.85), and assumes that the maximum amount of
principal (€5,000,000) is drawn under the financing at the point of
conversion. In the event that, in accordance with the provisions
set out above, the bonds convert at a lower price per share (and/or
discount thereto), the dilutive effect of the conversion may be
outside this range. 3 Without any early repayment for any amount in
excess of EUR 3,000,000.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230614965601/en/
BALYO Frank Chuffart investors@balyo.com
NewCap Financial Communication and Investor Relations Thomas
Grojean / Aurélie Manavarere Phone: +33 1 44 71 94 94
balyo@newcap.eu
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