This press release does not constitute an offer to purchase securities.

PRESS RELEASE DATED 16 AUGUST 2023

PREPARED BY

IN RESPONSE TO THE PROPOSED TENDER OFFER FOR BALYO SHARES AND

WARRANTS

INITIATED BY

SVF II STRATEGIC INVESTMENTS AIV LLC

This press release (the "Press Release") has been prepared and is being disseminated in accordance with the provisions of Article 231-26 of the General Regulations of the Autorité des marchés financiers (the "AMF"). The draft tender offer, the draft offer document and the draft reply document (the "Draft Reply Document") remain subject to review by the AMF.

IMPORTANT NOTICE

Pursuant to Articles 231-19 and 261-1 et seq. of the General Regulation of the AMF, the report of EightAdvisory, acting as independent expert, is included in the Draft Offer Response.

The Press Release should be read in relation with all other documents published in connection with the Offer. The Draft Offer Document filed with the AMF on 16 August 2023 is available on Balyo's website (www.balyo.com) and on the AMF's website (www.amf-

This press release does not constitute an offer to purchase securities.

france.org) and may be obtained free of charge from Balyo's registered office at 74 Avenue Vladimir Illitch Lenine, 94110 Arcueil.

In accordance with article 231-28 of the general regulation of the AMF, information relating to the legal, financial and accounting characteristics of Balyo will be filed with the AMF and made available to the public, in the same way, no later than the day before the opening of the tender offer.

A press release will be issued, no later than the day before the opening of the tender offer, to inform the public of the procedures for making these documents available.

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This press release does not constitute an offer to purchase securities.

1. 1. PRESENTATION OF THE OFFER

Pursuant to Title III of Book II, and in particular articles 231-13 and 232-1 et seq. of the general regulation of the AMF (the "General Regulation of the AMF"), SVF II STRATEGIC INVESTMENTS AIV LLC, a Delaware corporation (United States), having its registered office at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, USA, registered under number 6207806 ("SVF AIV" or the "Offeror") has irrevocably undertaken to offer to the shareholders and to warrants holder of Balyo, a société anonyme with a Board of Directors and a share capital of 2,749,258.96 euros, having its registered office at 74 Avenue Vladimir Illitch Lenine, 94110 Arcueil, France, registered under number 483 563 029 with the Créteil Trade and Companies Register ("Balyo" or the "Company" and together with its direct or indirect subsidiaries, the "Group"), whose shares are listed on compartment C of the Euronext Paris regulated market under ISIN code FR0013258399, mnemonic "BALYO" (the "Shares"), to acquire in cash (i) all their Ordinary Shares (as this term is defined below, subject to the exceptions below) at a price of 0,85 per Ordinary Share (the "Ordinary Share Offer Price"), (ii) all of their ADP (as this term is defined below, subject to the exceptions below) at a price of 0.01 euro per ADP (the "Offer Price per ADP"), and (iii) all of their Warrants (as defined below) at a price of 0.07 euro per Warrant (the " Warrant Offer Price" together with the Offer Price per Ordinary Share and the Offer Price per ADP, the "Offer Price"), as part of a public tender offer, the terms of which are set out below and described in greater detail in the draft offer document prepared by the Offeror and filed with the AMF (the "Draft Offer Document") (hereinafter the "Offer").

The Offer relates to:

  • the ordinary shares already issued, with the exception of the Excluded Shares (as defined below), i.e., as of 16 August 2023, a number of 34,141,873 ordinary shares;
  • the ordinary shares likely to be issued before the close of the Offer or the Reopened Offer following the exercise of the 830,000 stock-option (bons de souscription de parts de créateur d'entreprise, the "BSPCE") which have not been renounced by their holders (it being specified that these BSPCE are out of the money as their exercise price is higher than the Offer Price of the Ordinary Shares, and that they will become null and void at the closing of the Offer (in the event of success)) and represent, to the best of the Company's knowledge, as of the date of Press Release, a maximum of 830,000 Ordinary Shares, i.e. around 2.42% of the share capital and voting rights (together with the ordinary shares already issued by the Company, the "Ordinary Shares")

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This press release does not constitute an offer to purchase securities.

  • 6,270 preference shares issued by the Company, i.e., as at 16 August 2023, 2,090 ADP T3, 2,090 ADP T4, and 2,090 ADP T5 (the "ADP")1 ; and
  • all the warrants issued by the Company on 22 February 2019 to Amazon, i.e., 11,753,581 warrants as at 16 August 2023 (the "Warrants");

(together the "Target Securities").

It is specified that the Offer is not aimed at:

  • Ordinary Shares held in treasury by the Company, representing 34,894 Ordinary Shares as of 16 August 2023 (the "Treasury Shares");
  • the 180,000 Ordinary Shares, the 900 ADP T3, the 900 ADP T4 and the 900 ADP T5 held by Mr. Pascal Rialland subject to the constraints provided for by article L. 225-197-1. II §4 of the French Commercial Code, pursuant to which (i) Balyo's Board of Directors imposed to Mr. Pascal Rialland, an obligation to retain a percentage of his shares and (ii) such shares which are subject to retention obligation are covered by a liquidity mechanism, described at section 7.2.3 of the Press Release (the "Unavailable Shares" and together with the Treasury Shares, the "Excluded Shares"); and
  • the 830,000 BSPCE issued by the Company, which are non-transferable by virtue of the provisions of article 163bis G of the French General Tax Code.

As of the date of this Draft Offer Document, there are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that could give access, immediately or in the future, to the Company's capital or voting rights, subject to the issuance and, if applicable, conversion of the Bonds as described in section of the Draft Response Document.

The Ordinary Shares already issued are listed on compartment C of the Euronext Paris regulated market under ISIN code FR0013258399 (mnemonic "BALYO"). The Preferred Shares and Company Warrants are not listed on any market.

1 It should be noted that the Ordinary Shares resulting from the conversion of the 2,090 ADP T3, 2,090 ADP T4 and 2,090 ADP T5 are not targeted by the Offer, as the 6,270 preferred shares (i) are not convertible prior to the closing of the Offer, or, as the case may be, of the Reopened Offer, and (ii) are all subject to undertakings to tender from their holders.

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This press release does not constitute an offer to purchase securities.

2. CONTEXT AND CHARACTERISTICS OF THE OFFER

2.1 Background and reasons for the Offer

Balyo's activities consist of research and development (R&D), the design of technologies enabling standard forklifts for horizontal or vertical pallet transport to be automated, and the marketing and sale of these robots and related services. With a strong product offering of lift trucks with both vertical and horizontal transport applications long-standing relationships with its partners (warehouse operators and suppliers) and experience in this sector, the Offeror considers the Balyo Group as being one of the best in this robotics sector.

The Offeror, SVF AIV, is a wholly owned direct subsidiary of the Japanese company SoftBank Group Corp. (hereinafter "SBG"), which was founded in 1981 by Mr. Masayoshi Son. The SoftBank Group invests in breakthrough technology to improve the quality of life for people around the world. The SoftBank Groupe is comprised of SBG (TOKYO: 9984), an investment holding company that includes stakes in AI, smart robotics, IoT, telecommunications, internet services, and clean energy technology providers, the SoftBank Vision Funds and SoftBank Latin America Funds, which are investing more than US$160 billion to help entrepreneurs transform industries and shape new ones.

The Company's Board of Directors (the "Board of Directors") met on 13 June 2023 to review the proposed Offer. At this meeting, the Company's Board of Directors unanimously approved the proposed transaction and authorized the Company to enter into a tender offer agreement with the Offeror (the "TOA").

In accordance with the provisions of article 261-1, III of the General Regulation of the AMF, the Company's Board of Directors, at its meeting on 13 June 2023 decided to set up an ad hoc committee, composed the following Directors:

  • Ms Corinne Jouanny, independent Director;
  • Bénédicte Huot de Luze, independent Director ; and
  • Alexandre Pelletier, Director ;

a majority of independent Directors, whose mission is to (i) make a recommendation to the Company's Board of Directors on the appointment of the independent expert, (ii) examine the conditions of the Offer and monitor the follow up of independent expert's work and (iii) prepare the draft reasoned opinion for the Company's Board of Directors on the proposed Offer in accordance with the provisions of article 261-1, III of the General Regulation of the AMF.

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Balyo SA published this content on 16 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2023 07:12:12 UTC.