Public tender offer over Colas shares including a mandatory delisting
18th September 2023
The Board of Directors of Colas (the « Company ») has taken note of Bouygues’ intention to file a public tender offer followed by a squeeze-out for the Company shares it does not hold at a price of 175 euros per share (together the « Offer »). During its meeting held on September 17, 2023, the Company’s Board of Directors welcomed Bouygues’ intention.
In accordance with the general regulations of the French Financial Markets Authority (the « AMF ») and with best practice in corporate governance, the Board of Directors formed an ad hoc committee with a majority of independent directors. The ad hoc committee is composed of Colette Lewiner (independent director and Chairman), Catherine Ronge (independent director) and Didier Casas.
The financial firm Ledouble, represented by Olivier Cretté and Stéphanie Guillaumin, has been appointed by the Board of Directors, on the recommendation of the ad hoc committee, as independent expert in charge of providing a view as to the fairness (attestation d’équité) of the terms of the contemplated Offer in accordance with articles 261-1 I-1°, 261-1 I-4° and 261-1 II of the AMF’s general regulations.
In accordance with current stock market regulations, Ledouble, as independent expert, will submit its final report on the terms and conditions of the Offer, as independent expert, at the end of a minimum period of fifteen trading days from the filing of the Offer. The Board of Directors will meet in due course, after reviewing the independent expert’s report and the recommendation of the ad hoc committee, to issue a reasoned opinion on the contemplated Offer.
This reasoned opinion and the independent expert’s report will be registered as part of the draft offer document in response, which will be filed with the AMF and will be the subject of a press release by the Company.
At Colas' request, trading in Colas shares will be suspended today and will resume on September 19, 2023.
Changes to the governance of Colas In addition, as part of the delisting of Colas, the Board of Directors, on the recommendation of the Selection and Remuneration Committee, has decided to introduce a separation of the functions of Chairman of the Board of Directors, on the one hand, and Chief Executive Officer, on the other hand, to allow the latter to focus on the Company’s operations. 2 Frédéric Gardès has informed the Board of Directors that the consequences for him of the contemplated delisting of Colas and of the change in the terms and conditions of the executive management did not meet his personal expectations.
Under these circumstances, he has tendered his resignation from his position as Chairman and Chief Executive Officer and from his mandate as Director. The Board of Directors acknowledged his resignation. The Board of Directors would like to thank Frédéric Gardès for the very important transformation work he has led within the Colas group; it salutes his career within the Group and his action at the head of Colas since his appointment as Chief Executive Officer in 2019.
As part of the new governance structure of Colas, the Board of Directors, on the recommendation of the Selection and Remuneration Committee, has proceeded with the appointment, with immediate effect, of: - Pascal Grangé as non-executive Chairman of the Board of Directors; and - Pierre Vanstoflegatte as Chief Executive Officer. Following the appointment of Pascal Grangé as non-executive Chairman of the Board of Directors, Marie-Luce Godinot becomes Bouygues’ permanent representative to the Board of Directors and will chair the Audit Committee.
Commenting on the contemplated delisting of Colas and the new governance structure, Bouygues’ Group Chief Executive Officer, Olivier Roussat, declared: “Colas is a company recognized worldwide as a benchmark in its businesses, and it will remain so. The plan to delist Colas demonstrates our intention to simplify operating and reporting processes. The separation of the functions of Chairman, on the one hand, and Chief Executive Officer, on the other hand, is also an opportunity to appoint a Chief Executive Officer and a non-executive Chairman who are highly complementary: Pierre Vanstoflegatte is a high-level operational executive and a recognized expert in the agency business. He will focus on Colas' operational efficiency and development. Pascal Grangé will bring to Colas his in-depth knowledge of the Bouygues Group's businesses.”
Commenting on the departure of Frédéric Gardès at the meeting of the Board of Directors, Olivier Roussat stated: “I would like to thank Frédéric Gardès for the work he has done to transform the company. Together with the management team, he has succeeded in uniting all his employees to achieve new milestones, particularly in terms of internationalization and CSR. He can be proud of what he has achieved over the past 12 years at Colas, and more broadly during his career with the Bouygues Group since 1994.”
Commenting on the arrival of Pierre Vanstoflegatte, he added: “I would like to welcome Pierre Vanstoflegatte to Colas. Pierre is an accomplished professional whom we know well at Bouygues, with a rich career and strong human values. He has everything it takes to succeed. I wish him all the best in his new mission