Paris, May 2, 2022
Disclosure of the simplified tender offer
targeting CNP Assurances
- Simplified tender offer (“Offer”) submitted by La Banque Postale for CNP Assurances shares is considered relevant to AMF
- The offer is valid from May 2, 2022 to May 31, 2022 inclusive
- The price of 20.90 euros per share (dividend 1 euro separately) shows a margin of 36% of the share price before the announcement of the transaction
- The Board of Directors of CNP Assurances considers the proposal to be in the best interests of CNP Assurances, its shareholders and its employees.
- La Banque Postale intends to introduce a withdrawal procedure if minority shareholders do not represent more than 10% of the capital and voting rights at the end of the offer
After receiving all the necessary regulatory approvals, La Banque Postale announces today that the simplified public tender for CNP Assurances, which it submitted on March 16, 2022 (“Proposal”), has been simplified. will operate from May 2, 2022 (inclusive) to May 31, 2022 (inclusive).
On April 26, 2022, the Autorité des Marchés Financiers (“AMF”) recognized the proposal as appropriate. On April 29, AMF published a notice of the opening of the Offer after attaching its visa to La Banque Postale’s note and CNP Assurances’ note on April 26, Nos. 22-122 and 22-123, respectively. Documentation relating to the public offer is also available on the Autorité des Marchés Financiers website (www.amf-france.org).
Offer price, € 20.90 per CNP Assurances share (dividend of € 1 separately), was created by applying a multi-criteria approach to valuation, based on valuation techniques commonly used in the insurance sector that take into account the specific characteristics of CNP Assurances. This price takes into account the price paid by BPCE when La Banque Postale acquired a 16.1% stake in CNP Assurances in December 2021 and reflects, in particular:
- premium of 36% of the share price before the announcement of the agreement on October 28, 2021;
- 50% surcharge to the weighted average price for the 20 days preceding the announcement of the agreement on October 28, 2021.
The Board of Directors of CNP Assurances has established a special committee consisting exclusively of independent directors and two directors representing CNP Assurances employees. Pursuant to Article 261-1 of the AMF General Provisions, the Cabinet of Ledouble was appointed by the CNP Assurances Board of Directors on 18 November 2021 as an independent expert to report on the financial terms of the Proposal and any squeeze. An independent expert concluded that the offer price is financially fair for shareholders listing of their shares in the Offer and for the purpose of possible withdrawal.
Having considered the work of the special commission and the conclusions of the independent expert, The Board of Directors of CNP Assurances has issued a favorable reasoned opinion on the Offer, given that it is in the interests of CNP Assurances, its shareholders and its employees.and thus recommends to the shareholders of CNP Assurances to exhibit their shares.
On the eve of the opening of the Offer, La Banque Postale owned 85.25% of the capital and 90.83% of the voting rights of CNP Assurances.
Pursuant to Articles 237-1 et seq. Of the AMF General Provisions, if at the end of the Offer minority shareholders do not represent more than 10% of the capital and voting rights of CNP Assurances, La Banque Postale announced its intention to introduce a withdrawal procedure within three months after the closing of the Offer to transfer CNP Assurances shares that were not submitted to the Offer. subject to compensation equal to the bid price, ie EUR 20.90 per share of CNP Assurances (dividend of EUR 1 separately).
To simplify shareholder information, CNP Assurances has a toll-free toll-free number available to individual shareholders for any offer questions during the opening period (May 2, 2022 to May 31, 2022). ): 0805 38 38 62.
Geraldine Lamarck – [email protected] – 01 41 90 35 41
Estelle Maturel Andino – [email protected] – 01 57 75 61 79
Gabriel Beya Tumba – [email protected] – 01 46 62 82 71
Linda Chiba – [email protected] – 01 57 75 68 27
France Plasse – [email protected] – 06 08 47 75 41
About La Banque Postale
La Banque Postale is forming, together with its subsidiaries, including CNP Assurances, a leading European leader in bank insurance in the field of sustainable financing. Its diversified business model allows it to support 20 million customers, individuals and businesses with a full range available to all. La Banque Postale, a subsidiary of Groupe La Poste, is a local bank represented across the country with 17,000 contact points, including 7,300 post offices.
Thanks to its strategic plan “La Banque Postale 2030” La Banque Postale has set itself the ambition to become a favorite French bank with an integrated and multi-channel range of banking services based on three different brands: La Banque Postale, which operates daily, Ma French Bank, its 100 % mobile bank and BPE, its private bank. Thanks to its civic identity, La Banque Postale positions itself at the service of a fair transition, responding to environmental, social, territorial and digital challenges.