2022-02-03 Press release PFI-TIVOLY

Tours in Savoie, February 3, 2022

Peugeot Frères Industrie is strengthening its presence in Tools, the Peugeot brand’s original sector, with the proposed acquisition of the Tivoly group followed by the filing of a simplified takeover bid Peugeot Frères Industrie and the Tivoly family announce entered into exclusive negotiations for the acquisition by Peugeot Frères Industrie of a majority stake in Holding Tivoly and the direct acquisition of Tivoly SA shares from certain members of the Tivoly family. Holding Tivoly is the majority shareholder of Tivoly SA, the French leader in cutting tools, whose shares are listed on Euronext Growth. If the acquisition is completed, Holding Tivoly will file a simplified tender offer for all of the Tivoly SA shares.

The operation would include (i) the purchase of 8,401 ordinary shares of Holding Tivoly corresponding to 78.08% of the share capital and voting rights of Holding Tivoly, which itself holds 777,307 ordinary shares of Tivoly SA (representing approximately 70.15% of its share capital and 77.78% of its theoretical voting rights to date) and (ii) 36,094 ordinary Tivoly SA shares held directly by certain members of the Tivoly family corresponding to 3.26% of the share capital of Tivoly SA and 3.61% of its theoretical voting rights.

Mr. Jean-François Tivoly would retain a minority stake in Holding Tivoly.

The acquisition of the Holding Tivoly shares and the Tivoly SA shares held directly would be carried out on the basis of a price per Tivoly SA share provisionally estimated by the parties at €41.5, subject to adjustment (upward or downward). decrease) based on certain elements of the net debt and working capital of Tivoly SA as of December 31, 2021, it being understood that the final price may not be less than €37.7 per share. The provisionally estimated price of €41.5 represents a premium of 103% over the closing price on February 2, 2022. A new announcement will be published when the final price is determined.

A purchase agreement was reached today to allow the parties to finalize the agreement; the final file would be signed following consultation with the employee representative bodies, in accordance with the applicable legal provisions. The finalization of the acquisition of the block would take place in the first half of 2022.

If the acquisition of the block is completed, Holding Tivoly, which will then be controlled by Peugeot Frères Industrie, will file a simplified tender offer for the balance of the shares of Tivoly SA at a price per share which may not be less than 37 €.7, with the offer the price must be equal to the final price as determined by the parties in accordance with the foregoing.

If the regulatory conditions are met at the end of the simplified takeover bid, Holding Tivoly intends to request a squeeze-out procedure for the shares of Tivoly SA under the same financial conditions as the simplified takeover bid.

An independent expert will be appointed by the board of directors of Tivoly SA, in accordance with the provisions of article 261-1, I and II of the general regulations of the Autorité des marchés financiers.

Founded in 1917 by Lucien Tivoly, then developed from 1961 by his grandson Jean Michel Tivoly, the Tivoly Group designs, produces and markets cutting tools for industry, professionals and individuals. Based in Tours in Savoie, the company is also established in Spain, the United Kingdom, China, Mexico and the United States and has more than 600 employees. Its recognized know-how and wide range of skills have enabled it to become a diversified player in France and internationally. The Tivoly brand benefits from a strong reputation in France, due to the quality and technicality of its products and its capacity for innovation. Its wide range is intended for world-class manufacturers in the high-tech sector (aeronautics and medical in particular), but also for craftsmen and individuals.

The association of the Tivoly brand, a reference in the sector, and the Peugeot brand, born in tools in 1810, will make it possible to accelerate the development of the activity in an increasingly competitive market. Their common DNA of technicality, performance and family roots will allow the group to provide its customers with ever more innovative solutions. Peugeot Frères Industrie is also one of the shareholders of the Sigma group, which develops and markets Peugeot portable and stationary power tools.

Jean-François Tivoly will remain Chairman and Chief Executive Officer of Tivoly SA until the functions of Chairman and Chief Executive Officer are separated in accordance with best corporate governance practices. He will then remain permanently associated with the management of the company as Chairman of the Board of Directors.

Christian Peugeot, CEO of Peugeot Frères Industrie, said: “Our family is committed to an ambitious approach to developing the Peugeot brand, a multi-business brand since its origins, in its historical areas and in new horizons beyond the automotive world. After strengthening our Kitchen division in 2018 with the acquisition of Monbento and Bretagne Céramique Industrie, we are now pursuing this strategy in Tools and beyond. We are delighted to support the growth of the Tivoly Group, in a entrepreneurial approach and in the spirit of our shared family values, by taking a stake in this fine French company. »

Jean-François Tivoly said: “In recent years, we have laid solid foundations for the future development of our group. Our alliance with Peugeot Frères Industrie will allow us to make the most of this potential and accelerate our organic and external growth. My father Jean Michel Tivoly and my two brothers Marc and Edouard, who have worked hard for this merger, and myself, are very satisfied with this operation which guarantees the sustainability of the company within a French family shareholding and ‘a shared culture.’

Croissance Partenaires and Société Générale are acting as financial advisors and White & Case LLP as legal advisor to Peugeot Frères Industrie for this operation.

BNP Paribas is acting as sole financial advisor and Archers as legal advisor to the Tivoly family for this transaction

ABOUT PEUGEOT FRERES INDUSTRIE

Peugeot Frères Industrie is a 100% subsidiary of Etablissements Peugeot Frères, the holding company of the Peugeot family group. Through its own subsidiaries, holdings, licenses and projects, Peugeot Frères Industrie’s mission is to develop the Peugeot brand outside the automotive sector, as well as other brands that share the same DNA of day-to-day ingenuity.

ABOUT TIVOLY

TIVOLY is an industrial group dedicated to the design, production and marketing of cutting tools and associated products and services for manufacturing and maintenance professionals, craftsmen and individuals, in the aeronautical, medical and dental sectors. TIVOLY is listed on Euronext Growth (FR0000060949 – ALTIV).

PRESS CONTACT Caroline Simon [email protected] +33 6 89 87 61 24

Warning

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction. The publication, publication or distribution of this press release is prohibited in any jurisdiction where such publication, publication or distribution would be in violation of applicable laws or regulations. Certain information contained in this press release is forward-looking and not historical. These forward-looking statements are made only as of the date of this press release and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond Peugeot Frères Industrie’s control.

  • 2022-02-03 Press release PFI-TIVOLY French version

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