Reinhart Marville Torre advises NextStage AM on the project to sell its stake in Wedia SA
Hadrien Bourrellis, a partner at the law firm Reinhart Marville Torre, advises NextStage AM on the project to sell its stake in Wedia SA, which would be followed by a simplified public tender offer by a consortium led by Cathay for the remaining shares.
Cathay Capital Private Equity and Wedia SA (listed on Euronext Growth) have announced the submission of a firm offer to the main shareholders of Wedia, including NextStage AM, the company’s largest shareholder with 19.6% of the share capital, and the entry into exclusive negotiations to acquire a controlling block of Wedia, representing a total of 58.0% of the share capital and theoretical voting rights of Wedia, at a price of 30.50 euros per share.
To this end, a put option has been granted under usual conditions to the sellers for the acquisition by an SPV, named Mercure. The sellers have the option to decide whether to proceed after the information-consultation procedure with Wedia’s social and economic committee.
Once the acquisition of the block is completed, a simplified public tender offer (SPTO) for the remaining Wedia shares will be filed, subject to AMF compliance review, followed by a compulsory buyout procedure if the legal and regulatory conditions are met after the SPTO.
The price will be increased by an additional 1.25 euros per share if the threshold for compulsory buyout of 90% of the capital and voting rights is reached following the simplified public tender offer.
Wedia’s board of directors has appointed Finexsi as an independent expert to prepare a report, including a fairness opinion on the financial terms of the SPTO.
About Wedia
Wedia Group is an international player specializing in B2B SaaS within the realm of Digital Asset and Social Media Management. Through its two offerings, Wedia and Iconosquare, the Group supports its clients (marketers, communicators, e-commerce professionals, social media managers, etc.) in the preservation, personalization, dissemination, and performance measurement of their content (photos, videos, social posts, etc.). To serve its 4,000 clients in over 120 countries, the Wedia Group, based in France, Germany, and Canada, employs more than 100 people.
About NextStage AM
NextStage AM is an independent management company based in Paris, approved by the AMF, and is one of the pioneers and leaders in innovative and patient growth capital in France. Step by step, NextStage AM has developed a multi-strategy Private Equity platform, which, as of December 31, 2023, represents nearly €8 billion in assets under management and advice, both directly and indirectly. NextStage AM invests in innovative and growing SMEs and mid-sized companies (82 companies in its portfolio as of 12/31/2023) in France and Europe, providing them with entrepreneurial investment expertise and strong operational support to achieve their transformation. NextStage AM supports these SMEs and mid-sized companies over the long term, giving them the means to accelerate their development and innovation capacity in their markets, both in France and internationally, through organic and/or external growth.
Advisors
Reinhart Marville Torre advised NextStage AM, with:
Hadrien Bourrellis, partner, for corporate, stock market law, and negotiation aspects.
About Reinhart Marville Torre
Founded in 1990, Reinhart Marville Torre is a business law firm with 65 lawyers who provide both advisory and litigation services to companies and their executives, helping and advising them on their legal and judicial strategies.
The firm has gradually expanded its services to cover all areas of business law: corporate, finance, litigation, competition law, labor law, tax law, public law, liability and professional & industrial risks, real estate law.
About the Corporate team
The Corporate team regularly engages in complex development and restructuring operations that have strategic implications for companies.
Our corporate & finance department is involved in mergers and acquisitions, venture capital, and private equity transactions, advising our clients—companies, sports organizations, entrepreneurs, and investment funds—on the structuring and execution of their operations.
