Announcement • Aug 22
General Atlantic Ginger B.V. completed the acquisition of 37.08487% stake in Epsilon Net S.A. (ATSE:EPSIL) from Barca Global Master Fund, managed by Barca Capital and others.
General Atlantic Ginger B.V. announced a mandatory tender offer to acquire 37.08487% stake in Epsilon Net S.A. (ATSE:EPSIL) from Barca Global Master Fund, managed by Barca Capital and others for approximately €240 million on April 25, 2024. The Offeror offers €12.00 in cash, for each Tender Offer Share that is legally and validly offered to it within the acceptance period of the Tender Offer. Following the execution of the Agreement, the Offeror and the Persons Acting In Concert at the Tender Offer Date hold directly or indirectly for the purposes of the Law Shares, that correspond to 62.92% of the share capital of Epsilon Net. Prior to the execution of the Agreement: GA and the Offeror do not directly or indirectly control any shares or voting rights of Epsilon Net; Ioannis Michos controls directly 55.42% and NBG controls directly 7.50% of the shares and voting rights of Epsilon Net. The transaction is subject to receipt of the required approvals from the Commission for Examination of Foreign Direct Investments in Romania or the Romanian Competition Council or the Romanian Government. As of June 6, 2024, acquired a total of 42,992 ordinary registered shares of the company Epsilon Net S.A. (the “Company”), which correspond to 0.08% of the Company's voting rights, against a price of €12 per share through stock transactions, which will be settled on June 10, 2024. As of June 13, 2024, the Offeror acquired a total of 17,855 ordinary registered shares of the company Epsilon Net S.A, which correspond to 0.03% of the Company's voting rights, which will be settled on June 17, 2024. Taking into consideration the above stock exchange transactions-acquisitions, the Offeror, together with the Persons Acting In Concert, hold a percentage of voting rights equal to 77.83% of the Company. As of June 17, 2024, the Offeror declares that on June 14, 2024, acquired a total of 22,586 ordinary registered shares of the company Epsilon Net S.A, which correspond to 0.04% of the Company's voting rights, which will be settled on June 18, 2024. Taking into consideration the above stock exchange transactions-acquisitions, the Offeror, together with the Persons Acting In Concert, hold a percentage of voting rights equal to 77.87% of the Company. As of June 18, 2024, the Offeror declares that it has acquired a total of 18,811 ordinary registered shares of the company Epsilon Net S.A, which correspond to 0.03% of the Company's voting rights, which will be settled on June 20, 2024. Taking into consideration the above stock exchange transactions-acquisitions, the Offeror, together with the Persons Acting In Concert, hold a percentage of voting rights equal to 78.05% of the Company. As of June 20, 2024, the Offeror declares that it acquired a total of 20,169 ordinary registered shares, which correspond to 0.04% stake. Taking into consideration the above stock exchange transactions-acquisitions, the Offeror, together with the Persons Acting in Concert, a percentage of voting rights equal to 78.26% of the Company, will be settled on June 25, 2024. As of June 25, 2024, the Offeror declares that it acquired a total of 22,151 ordinary registered shares, which correspond to 0.04% stake. Taking into consideration the above stock exchange transactions-acquisitions which will be settled on June 27, 2024, the Offeror, together with the Persons Acting in Concert, a percentage of voting rights equal to 78.30% of the Company. As of June 26, 2024, the Offeror declares that it acquired a total of 3,683 ordinary registered shares, which correspond to 0.01% stake. Taking into consideration the above stock exchange transactions-acquisitions which will be settled on June 27, 2024, the Offeror, together with the Persons Acting in Concert, a percentage of voting rights equal to 78.31%. As of July 15, 2024, the Offeror declares that it acquired a total of 26,805 ordinary registered shares of the Epsilon Net S.A. through stock transactions, which will be settled on July 17, 2024. General Atlantic Ginger B.V. completed the acquisition of 37.08487% stake in Epsilon Net S.A. (ATSE:EPSIL) from Barca Global Master Fund, managed by Barca Capital and others on August 2, 2024. During the Acceptance Period of July 1, 2024 and ended on August 2, 2024, 119 Shareholders lawfully and validly accepted the Tender Offer and tendered in aggregate 6,380,872 Shares, representing approximately 11.77%. Moreover, during the time period from the Date of Creation of the Obligation to submit the Tender Offer until the lapse of the Acceptance Period, the Offeror acquired, through the ATHEX, in total 11,351,330 shares of the Company, that correspond to 20.94% of the total paid-up capital and voting rights of the Company at a price per share equal to the Offered Consideration. Therefore, based on the existing percentage of voting rights already held by the Offeror and the Persons Acting in Concert with the Offeror in the Company and those corresponding to the Tendered Shares upon completion of the over-the-counter transfer of the Offered Shares to the Offeror, in accordance with the Information Circular, the Offeror and the Persons Acting in Concert with the Offeror will hold a total of 51,832,202 Shares and voting rights of the Company, corresponding to approximately 95.63% stake. Upon Completion, the Offeror will exercise the Squeeze-out Right without delay after the Completion and will demand the transfer to the Offeror, against the Offered Consideration, of the Shares of the remaining Shareholders who did not accept the Tender Offer or did not accept it legally and validly, and accordingly. Following the Squeeze-out Right by the General Meeting of the Company's Shareholders, the Company will submit to the HCMC request to delist the Company's Shares from the ATHEX. From 3 August 2024 until 19 August 2024, the Offeror had also acquired 1,361,940 shares of the Company, that correspond to 2.5% of the total paid-up capital and voting rights of the Company.
Euroxx Securities S.A. acts as financial advisor to the Offeror and EUROCORP INVESTMENT SERVICES S.A. provided fairness opinion to Offeror. KG Law Firm advises General Atlantic.
General Atlantic Ginger B.V. completed the acquisition of 37.08487% stake in Epsilon Net S.A. (ATSE:EPSIL) from Barca Global Master Fund, managed by Barca Capital and others on August 20, 2024. As of 20 August 2024, the Squeeze-out Right relates to the acquisition of the remaining 1,015,489 common, registered, voting shares of the Company, which the Offeror and the Persons acting in Concert with the Offeror did not hold directly or indirectly on the aforementioned date, at a consideration of €12.00 per share in cash, which is equal to the offered consideration for the acquisition of the shares through the Tender Offer.