Compulsory squeeze-out procedure for the shares of Doctissimo initiated by LAGARDÈRE ACTIVE DIGITAL
presented by HSBC.
This press release has been prepared and disseminated in accordance with Article 237-16 of the General Regulation of the Autorité des Marchés Financiers (the “AMF”), the French stock market regulator.
Upon closing of the standing market offer initiated by Lagardère Active Digital for the shares of Doctissimo, which was open from May 2, 2008 through May 22, 2008 at a price of €30.50 per Doctissimo share (the “Standing Market Offer”), Lagardère Active Digital held 4,324,019 Doctissimo shares representing 89.31% of the company’s share capital and 89.24% of its voting rights. In addition, Doctissimo held 410,938 of its own shares (representing 8.49% of its share capital and 8.48% of its voting rights).
After taking into account these 410,938 treasury shares, the Doctissimo shares not tendered to the Standing Market Offer by minority shareholders represented 2.20% of the company’s share capital and 2.27% of its voting rights, as of the completion of the Standing Market Offer.
As of June 26, 2008, the number of treasury shares stood at 410,709 (after taking into account the purchases and sales made on the market pursuant to the liquidity contract entered into by Doctissimo). On June 26, 2008, the Management Board (Directoire) of Doctissimo, acting under authority delegated by the shareholders’ general meeting, cancelled these 410,709 treasury shares. Following this cancellation, Doctissimo shares held by minority shareholders represented 2.41% of the company’s share capital and 2.49% of its voting rights.
In a letter dated June 27, 2008, HSBC France, acting on behalf of Lagardère Active Digital, informed the AMF of Lagardère Active Digital’s decision – in accordance with its intention, expressed at the time of the Standing Market Offer and in a press release issued on June 3, 2008 – to implement a compulsory squeeze-out procedure for the Doctissimo shares not already held by Lagardère Active Digital at a price of €30.50 per Doctissimo share, in accordance with Article L.433-4 III of the Code Monétaire et Financier (the French Monetary and Financial Code) and with Articles 237-14 et seq of the AMF General Regulation.
The compulsory squeeze-out procedure will cover all the Doctissimo shares not held directly or indirectly by Lagardère Active Digital.
The AMF has indicated, in notice no. 208C1234 dated June 30, 2008, that the compulsory squeeze-out procedure would be implemented on July 9, 2008, the date on which Doctissimo shares are to be delisted from the Euronext Paris market. The amount corresponding to the compensation due will be deposited by Lagardère Active Digital, net of all costs, on July 8, 2008, into a reserved account opened for this purpose in the books of HSBC France, 109, avenue des Champs-Elysées, 75419 Paris Cedex 08, France, which will centralize all the compensation payments. Once the accounts of the affiliates have been closed by Euroclear France, the custody account-keeping institutions will credit the accounts of the holders of the Doctissimo shares with the compensation which is due to them. Any unallocated funds representing compensation due in respect of shares whose beneficiaries cannot be traced will be held by HSBC France for a period of ten years from the implementation date of the compulsory squeeze-out procedure. Once this ten-year period has elapsed, any unclaimed funds will be remitted to the Caisse des Dépôts et Consignations, where they will be available for the beneficiaries to claim subject to the thirty-year prescription period after which they will revert to the French State.
The offer document (in French only) relating to the Standing Market Offer, approved and registered by the AMF on April 29, 2008 under no. 08-078, is available on the AMF website (www.amf-france.org). Copies may also be obtained free of charge from:
Lagardère Active Digital
149, rue Anatole France
109, avenue des Champs-Elysées
75419 Paris Cedex 08