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Mersen — Share Issue/Capital Change 2010
Jun 14, 2010
1518_iss_2010-06-14_e3c819b3-2f3b-4ebe-b7ff-e00b5865e199.pdf
Share Issue/Capital Change
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Paris, June 14, 2010
Opening of the simplified alternative Public Exchange Offer for the redeemable share warrants ("BSAR warrants") issued by the Company in November 2007
In accordance with its conformity decision on June 10, 2010, the Autorité des Marchés Financiers has approved the securities note prepared by Mersen concerning the alternative Public Exchange Offer for the redeemable share warrants issued by Mersen on November 22, 2007 (hereinafter the "2007 BSAR warrants") held by certain of its managers. The 2007 warrants may be exchanged for redeemable share warrants to be issued (the "2010 BSAR warrants").
Holders will be able to tender their 2007 BSAR warrants to one or both of the following options:
- Exchange offer: five (5) 2007 BSAR warrants for two (2) 2010 BSAR warrants;
- Mixed offer: one (1) 2007 BSAR warrant plus a cash balance of €1.50 for one (1) 2010 BSAR warrant.
Holders may combine the two above options and tender some of their 2007 BSAR warrants to the exchange offer and some to the mixed offer.
Depending on the number of share warrants tendered and the option selected (mixed or exchange offer), the 2010 BSAR warrants will give rise to the issuance of no more than 114,000 shares representing 0.58% of the share capital.
The report prepared by Associés en Finance, the independent firm appointed in accordance with Article 261-1 of the General Regulation of the AMF, is shown in full in the securities note prepared by Mersen and approved by the AMF.
The offer will be open from June 15, 2010 until July 5, 2010 inclusive. The AMF will publish a notice announcing the opening of and timetable for the offer, and NYSE Euronext Paris SA will publish a notice announcing the terms and conditions and the timetable for the transaction.
The securities note approved by the AMF and the document containing legal, financial and accounting information about Mersen are available to the public free of charge on the websites of the Company (www.mersen.com) and the Autorité des Marchés Financiers (www.amf-france.org), as well as upon request from:
MERSEN ODDO CORPORATE FINANCE Immeuble Lafayette, 2/3 place des Vosges 12 boulevard de la Madeleine 92400 Courbevoie 75009 Paris
No copies of this press release have been or may be published, distributed or disseminated in the United States of America, Japan, Australia or Canada.
Paris, June 14, 2010
The dissemination, publication or the distribution of this press release in certain countries may constitute a violation of legal or regulatory provisions. As such, any persons who are physically present in such countries, and in which this press release is disseminated, published or distributed, shall inform themselves of and comply with such legal and regulatory provisions. This press release does not constitute an offer or invitation, nor is it part of any offer or invitation, to sell or issue securities nor does it constitute an offer of, or the solicitation of any offer to buy or subscribe for securities in the United States of America or in any country in which such an offer of invitation would violate the legal and regulatory provisions in force. The securities mentioned in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act "), or under any other securities-related law of any State of the United States of America, and may not be offered or sold in the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and any other applicable securities-related law of any State of the United States of America. This press release may be distributed in the United Kingdom only to, and is intended only for persons (1) having professional experience in matters relating to investment, as defined in Article 19(5) of the Financial Services and Markets Act (2000) Order 2005 (the "Order"), or (2) falling under Article 49(2) (high net worth companies…) of the Order (which persons being together referred to as "relevant persons""). This press release in intended for relevant persons only, and may not be used or relied on by persons who are not relevant persons. Any investment or investment activity in connection with this press release is reserved for relevant persons only, and may only be engaged in by relevant persons. This press release may not be distributed, published or reproduced (either in whole or in part), or disclosed to any person other than relevant persons.
No copies of this press release have been or may be published, distributed or disseminated in the United States of America, Japan, Australia or Canada.
About Mersen
Global expert in materials and solutions for extreme environments as well as in the safety and reliability of electrical equipment Mersen designs innovative solutions to address its clients' specific needs to enable them to optimize their manufacturing process in sectors such as energy, transportation, electronics, chemical, pharmaceutical and process industries
The Group is listed at Premier Marché de la Bourse de Paris and is a part of the following indices CAC Mid100, SBF120 and Next 150.
Visit our website www.mersen.com
Analyst and Investor Contact Press Contact
Stéphanie Atellian Vilizara Lazarova VP Investor Relations Mersen Publicis Consultants
Tél. + 33 (0)1 46 91 54 49 Tél. +33 (0)1 57 32 86 46
Email : [email protected] Email : [email protected]