July 17, 2024
Europe
Summary
Cathay Capital Private Equity (“Cathay“) and Wedia SA[1] (the “Company“) are pleased to announce the submission of a firm offer to the main shareholders of Wedia, including Nextstage and Amplegest, who hold respectively 19.6% and 8.0% of the capital, and the initiation of exclusive negotiations to acquire a controlling block in Wedia representing a total of 58.0% of Wedia’s share capital and theoretical voting rights at a price of 30.50 euros per share.
With Cathay’s support, Nicolas Boutet, founder, and the Company’s management team will continue to lead Wedia’s development. They will bring a part of their shares to a company jointly created with Cathay called Mercure (representing approximately 58% of Nicolas Boutet’s participation). Mercure aims to take control of Wedia upon completion of the transaction.
The offered price of 30.50 euros per share represents a premium of approximately 0.4% over the volume-weighted average price of the last 20 trading days, 4.0% over the volume-weighted average price of the last 60 trading days, 11.9% over the volume-weighted average price of the last 120 trading days, and 14.7% over the volume-weighted average price of the last 180 trading days[2].
Under the terms of this firm offer, the acquisition of the block, once completed, would be followed by the filing of a mandatory tender offer (OPAS in French) for the remaining Wedia shares in circulation at that date, and if the legal and regulatory conditions are met following the OPAS, a squeeze-out procedure.
The price will be increased in the event of reaching the squeeze-out threshold of 90% of the capital and voting rights following the tender offer by an additional 1.25 euros per share[3]. In the event of payment of this additional price, the total offered price of 31.75 euros per share will represent a premium of approximately 4.6% over the volume-weighted average price of the last 20 trading days, 8.2% over the volume-weighted average price of the last 60 trading days, 16.5% over the volume-weighted average price of the last 120 trading days, and 19.5% over the volume-weighted average price of the last 180 trading days[4].
Full Press Release
Cathay and Wedia have announced the submission of a firm offer and the initiation of exclusive negotiations for the acquisition of a controlling block of Wedia representing a total of 58.0%[5] of the share capital, including the shares held by Nextstage and Amplegest, who hold respectively 19.6% and 8.0% of the capital. This offer would be followed by the filing of a mandatory tender offer (OPAS) for the remaining issued shares of Wedia at a price of 30.50 euros per share. This price will be increased in the event of reaching the squeeze-out threshold of 90% of the capital and voting rights following the tender offer by an additional 1.25 euros per share.
The acquisition values 100% of Wedia’s fully diluted issued capital at approximately 26 million euros and, in the event of payment of the additional price, at 27 million euros.
The transaction will be carried out by Mercure, a company created for this purpose between Cathay and the Company’s management team. It will be controlled by funds managed by Cathay.
The investment by Cathay and the management team will enable Wedia to continue its development in the fields of Digital Asset Management (DAM) and social media management operated under the Iconosquare brand.
Wedia has developed a unique offering that allows it to meet its clients’ most advanced needs in managing and distributing their digital content, thereby building a strong market position in France and Germany with a base of leading large group and mid-market clients. Wedia intends to invest in its commercial development to accelerate its growth by capitalizing on its advanced software suite and its ability to adapt to its clients’ specific needs and organizations.
Iconosquare will continue to develop its software offering aimed at companies and agencies seeking simple and effective tools for distributing their content on social media and wanting tools to measure and improve performance, an area in which Iconosquare excels.
Cathay’s investment will also provide Wedia with the financial resources necessary to finance these growth initiatives and a long-term investment horizon conducive to their implementation.
Cathay will leverage its platform to support Wedia and the entire management team in a new phase of the company’s development. This support will be based on Cathay’s expertise as an investor in SaaS software companies and its extensive presence in Europe, North America, and Asia. Cathay will also make available to Wedia its comprehensive ecosystem, bringing together start-ups, SMEs, mid-caps, and large corporates, a source of opportunities and knowledge sharing.
About the Proposed Transaction
Cathay has entered into exclusive negotiations with the main shareholders[6] of Wedia (Euronext Growth, ISIN code: FR0010688440, E2 ticker group ALWED) representing 58.0% of its share capital and theoretical voting rights (the “Sellers“) for the acquisition by Mercure of the entire share capital of the Sellers (the “Controlling Block“).
A put option (the “Put Option“) has been granted to the Sellers by Mercure under customary conditions. Under the terms of the Put Option, the Sellers will have an option they can decide to exercise at the end of the information and consultation procedure of Wedia’s social and economic committee (the “CSE“), which will be initiated as soon as possible. Furthermore, under the same conditions, the founder of Wedia and certain members of the Company’s management team will contribute in kind 89,720 Wedia shares to Mercure, representing 10.5% of the Company’s share capital and 10.5% of its theoretical voting rights (the “Contributions“).
The signing of definitive agreements and the change of control of Wedia can only occur at the end of the “CSE” information and consultation procedure.
Subject to the completion of the acquisition of the Controlling Block and the Contributions, Mercure will file a tender offer with the French financial markets authority (the “AMF“) for the remaining Wedia shares under the same financial conditions as those applicable to the acquisition of the Controlling Block (i.e., 30.50 euros per share) (the “Offer“).
The offered price of 30.50 euros per share represents a premium of approximately 0.4% over the volume-weighted average price of the last 20 trading days, 4.0% over the volume-weighted average price of the last 60 trading days, 11.9% over the volume-weighted average price of the last 120 trading days, and 14.7% over the volume-weighted average price of the last 180 trading days[7]. The price of the Offer values 100% of Wedia’s share capital and voting rights at approximately 26 million euros on a fully diluted basis.
This price will be increased in the event of reaching the squeeze-out threshold of 90% of the capital and voting rights at the end of the tender offer mentioned in the following paragraph by an additional 1.25 euros per share[8]. In the event of payment of this additional price, the offered price of 31.75 euros per share will represent a premium of approximately 4.6% over the volume-weighted average price of the last 20 trading days, 8.2% over the volume-weighted average price of the last 60 trading days, 16.5% over the volume-weighted average price of the last 120 trading days, and 195.0% over the volume-weighted average price of the last 180 trading days[9]. The price of the Offer increased by the additional price values 100% of Wedia’s share capital and voting rights at approximately 27 million euros on a fully diluted basis.
The Offer is in line with Wedia’s current strategy, which does not require maintaining the listing, particularly in a context of very low liquidity of the stock on Euronext Growth.
The filing of the Offer will occur after the completion of the acquisition of the Controlling Block and the Contribution. Its completion will be subject to its review by the AMF, which will rule on its compliance. A squeeze-out procedure would be implemented at the end of the Offer if legal and regulatory conditions allow.
The acquisition of the Controlling Block and the Offer will be financed by Cathay’s own funds.
On July 10, 2024, Wedia’s Board of Directors welcomed the proposed transaction unanimously, without prejudice to the reasoned opinion that will need to be issued following the submission of the independent expert’s report and subject to the completion of the acquisition of the Controlling Block.
To this end, Wedia’s Board of Directors appointed the Finexsi[10], represented by Messrs. Olivier Péronnet and Lucas Robin, as an independent expert tasked with preparing a report including a fairness opinion on the financial terms of the Offer, including in the event of a squeeze-out procedure, in accordance with the provisions of articles 261-1 I, paragraphs 1°, 2°, and 4°, and 261-1 II of the AMF General Regulation. This appointment was decided unanimously by the members of the Board of Directors, subject to the AMF not opposing this appointment. It should be noted that given the size of the Board of Directors and the presence of only one member qualified as independent, it was decided not to establish an ad hoc committee.
The acquisition of the Controlling Block is expected to take place during the third quarter of 2024, and the filing of the Offer is expected to occur in September 2024.
Following the proposed transaction, Nicolas Boutet will continue to lead Wedia’s activities.
The market will be kept informed of the progress of discussions between the parties.
Wedia’s legal advisor for the transaction is Change, Avocats Associés. Bryan Garnier & Co is acting as Cathay’s exclusive financial advisor, with Paul Hastings LLP acting as legal advisor. Arsène Taxand is acting as the management team’s tax advisor for the transaction.
[1] Wedia shares are listed on Euronext Growth (ISIN code FR0010688440, E2 group, ticker ALWED).
[2] Calculated based on effective trading days.
[3] To receive the potential additional price, Wedia shareholders will need to tender their shares as part of the semi-centralized procedure of the mandatory tender offer.
[4] Calculated based on effective trading days.
[5] Based on a total of 856,201 shares and 856,201 theoretical voting rights as of 10.07.2024 (of which 1,646 shares are self-held by the company).
[6] The Sellers include: the Management Team and other shareholders such as NextStage, Amplegest, and Philippe Ohanessian.
[7] Calculated based on effective trading days.
[8] To receive the potential additional price, Wedia shareholders will need to tender their shares as part of the semi-centralized procedure of the tender offer.
[9] Calculés sur la base de jours de bourse effectifs.
[10] Contact for the independent expert: Finexsi firm, 14 rue de Bassano, 75116 Paris, Olivier Péronnet ([email protected]) and Lucas Robin ([email protected]): +33 (0) 1 43 18 42 42.
About Wedia
The Wedia Group is an international B2B SaaS specialist in the field of Digital Asset and Social Media Management. Through its two offerings, Wedia and Iconosquare, the Group supports its clients (marketers, communicators, e-merchants, social media managers…) in the preservation, personalization, distribution, and performance measurement of their content (photos, videos, social posts…).
These offerings enable the Group’s various clients to simplify the organization of their marketing content, automate its adaptation to various digital and physical channels, and ultimately measure its effectiveness. The Group’s high-end and innovative positioning is validated by prestigious clients (Decathlon, Universal, Merck, or NASA) and leading technology analysts (Gartner, Forrester, and Constellation Research).
To serve its 4,000 clients in more than 120 countries, the Wedia Group, based in France, Germany, and Canada, can rely on more than 100 committed employees. The Wedia Group achieved a 2023 turnover of nearly 14 million euros, of which more than 80% was SaaS revenue, and drives its development with a proven mix of organic and controlled external growth.
About Cathay Capital
Cathay Capital is a private equity and venture capital firm that supports companies in Europe, North America, and Asia.
Cathay Capital helps companies at all stages of development, from start-ups to mid-sized companies, to seize growth opportunities, international expansion, and sustainable transformation. Thanks to its international reach and local expertise, its platform connects people – investors, entrepreneurs, management teams, and leading companies – to share knowledge and tools to evolve and transform businesses.
Founded in 2007 with a strong entrepreneurial heritage, Cathay Capital now manages more than 5 billion euros in assets and has made more than 280 investments in sectors such as healthcare, technology, and consumer goods from its offices in Paris, New York, San Francisco, Munich, Berlin, Madrid, Shanghai, Beijing, and Singapore.
Disclaimer This press release has been prepared for information purposes only. It does not constitute an offer to purchase or a solicitation to sell Wedia shares in any country, including France. There is no certainty that the tender offer mentioned above will be filed or opened. The dissemination, publication or distribution of this press release may be subject to specific regulations or restrictions in certain countries. Accordingly, persons in possession of this press release are required to inform themselves about and to comply with any local restrictions that may apply.