Voluntis (Euronext Growth Paris, Ticker: ALVTX – ISIN: FR0004183960 – “the Company“), a leader in the field of digital therapeutics, announces the successful completion of the Simplified Tender Offer (“the Offer“) initiated by AptarGroup, Inc. (“Aptar” – NYSE: ATR) to acquire the shares of Voluntis. As a result of the Offer, Aptar has exceeded the threshold of 90% of the share capital and theoretical voting rights of Voluntis and will therefore file a request with the AMF for the implementation of a squeeze-out of the Voluntis shares not tendered to the Offer followed by the delisting of the Company’s shares from Euronext Growth. The notice of the result of the Offer was published today by the French Markets Authority (AMF).
Result of the Offer
At the end of this Offer, which closed on October 15, 2021, a number of 1,967,612 Voluntis shares were tendered to the Offer, representing 21.64% of the Company’s share capital. Thus, Aptar acquired 87.58% of the shares targeted by the Offer and therefore holds 8,774,907 Voluntis shares representing 96.53% of the share capital and at least 95.53% of the theoretical voting rights of Voluntis. As a result, the Company’s capital is now distributed as follows:
|Number of shares||% of capital||Number of theoretical voting rights||% of theoretical voting rights|
|Aptargroup Holding SAS||8,774,907||96.53%||8,774,907||95.53%|
Mandatory squeeze-out of Voluntis shares not tendered to the Offer
At the end of the Offer, Aptar crossed the threshold of 90% of the share capital and theoretical voting rights of Voluntis, which allows the group to file with the AMF a request for the implementation of a mandatory squeeze-out concerning all the Voluntis shares not tendered to the Offer (with the exception of the treasury shares held by Voluntis and the Kreos warrants), as provided for in prospectus and the note in response relating to the Offer, and in accordance with the conditions of article L. 433-4, II of the French Monetary and Financial Code and articles 237-1 et seq. of the AMF’s General Regulations.
In this context, the shares that would not have been tendered to the Offer would be transferred to Aptar in consideration for a cash compensation equal to the Offer price per share (i.e. 8.70 euros per Voluntis share) net of all expenses. The listing of the Voluntis shares has been suspended pending the implementation of the squeeze-out which will take place in the next few days and will be followed by the delisting of the Voluntis shares from Euronext Growth.
Aptar’s prospectus and Voluntis’ note in response, which received AMF approval on September 28, 2021 under numbers 21-419 and 21-420, respectively, as well as the documents relating to the other information of the two companies, are available on the websites of the AMF (www.amf-france.org), of Aptar (www.aptar.com) and of Voluntis (https://www.voluntis.com/investors/tender-offer/). These documents can be obtained free of charge from the head offices of both companies.
Voluntis creates digital therapeutics that empower people with chronic conditions to self-manage their treatment every day, thus improving real-world outcomes. Voluntis’ solutions, combining mobile and web apps, use clinical algorithms to deliver personalized recommendations to patients and their care teams. For example, these recommendations are used to adjust treatment dosage, manage side effects or monitor symptoms.
Leveraging its Theraxium technology platform, Voluntis has designed and operates multiple digital therapeutics, especially in oncology and diabetes. Voluntis has long-standing partnerships with leading life science companies. Based in Cambridge, MA, and Paris, France, Voluntis is a founding member of the Digital Therapeutics Alliance.