JEANTET ADVISES KEYRUS AND K EAGLE INVESTMENT IN THE CONTEXT OF THE PROPOSED SIMPLIFIED TENDER OFFER FOR KEYRUS SHARES TO BE LAUNCHED BY K EAGLE INVESTMENT
June, 2023 - Paris, France
Jeantet advises Keyrus, an international player in providing IT and electronic consultancy services, whose shares are listed on Euronext Growth Paris, and K Eagle Investment, a company created for the purposes of the transaction and controlled by Eric Cohen (Chairman and Chief Executive Officer and majority shareholder of Keyrus), in connection with the proposed simplified tender offer for Keyrus shares to be launched by K Eagle Investment, acting in concert with Eric Cohen, several managers of Keyrus and BNP Paribas Développement.
On 6 June 2023, K Eagle Investment, Eric Cohen, BNP Paribas Développement and several members of the management of Keyrus entered into an investment agreement in connection with the contemplated acquisition of the entire share capital of Keyrus by way of a simplified tender offer (OPAS) initiated by K Eagle Investment, which will be followed, if conditions are met, by a squeeze-out and the delisting of Keyrus shares from the Euronext Growth Paris market.
As a result of the conclusion of the investment agreement (and the resulting concert), the concert has crossed the thresholds of 30% of the share capital and voting rights of Keyrus, requiring K Eagle Investment (acting on behalf of the concert) to file a proposed OPAS for the outstanding Keyrus shares, at a price of €7 per Keyrus share (representing a premium of 58.7% over the Keyrus share price at the close of trading on 5 June 2023, the last trading day before the transaction was announced).
Following the compliance decision of the French financial markets authority (Autorité des marchés financiers) on the proposed OPAS, K Eagle Investment will complete a capital increase in consideration for contributions in kind of Keyrus shares held by Eric Cohen and certain members of the management team, representing a total of 61.6% of Keyrus’ share capital.
As the liquidity of Keyrus shares remains limited and regulatory and administrative constraints as well as listing costs are increasingly burdensome for Keyrus, the transaction will allow Keyrus’ management teams to focus on the strategy and development of the Keyrus group while offering liquidity to Keyrus shareholders at an attractive price.
