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It should be noted that certain of these 16,895,514 Company Shares are not capable of being tendered to the Offer:

It should be noted that certain of these 16,895,514 Company Shares are not capable of being tendered to the Offer:

  • 1. Company Shares held by Mr. Marc Simoncini which are subject to a lock-up pursuant to the Tender Commitment described in paragraph 1.3 above;
  • Company Shares allocated for free by the Company to certain employees and corporate officers which are definitively acquired by their respective beneficiaries but remain subject to a lock-up requirement as described below under Section 2.5 insofar as such Company Shares are not capable of being tendered in the Offer in application of articles L. 225-197-1 and following of the French Commercial Code (except in case of death or invalidity of the holder).

The distribution of this press release and the draft offer document, the Offer, acceptance of the Offer, as well as the delivery of Company Shares, may, in certain countries, be the subject of specific regulations or restrictions

The Offer is not subject to the prior approval of the transaction by any competition authorities in France or abroad.

The total fees incurred by the Offeror and its affiliates in connection with the Offer, including fees and other costs related to external financial and legal advisers and of any other experts and consultants, as well as communication costs, are estimated to be approximately 3 million euros (excluding tax).

In the event that 100% of the Company Shares targeted by the Offer, excluding those Company Shares that Mr. Marc Simoncini has agreed to retain pursuant to the Tender Commitment and the free Company Shares subject to a lock-up requirement expiring after the closing of the reopened offer, are tendered in the Offer, the total cash consideration to be paid by the Offeror (excluding fees and related expenses) would amount to approximately 225 million euros.

No costs will be reimbursed and no fee will be paid by the Offeror vГ­nculo importante to any intermediary whatsoever or to any person whomsoever soliciting Company shareholders to tender their Company Shares in the Offer.