UCAR-Merger with Cosmobilis Group-Proposal for Acquisition of UCAR Shares-April 11, 2022 15:30

COSMOBILIS integrates short-term rental company UCAR and adds a new star to that company

Galaxy

Project



Public offering



Simplify the purchase of UCAR shares

  • Jean-Claude Puerto, founder and reference shareholder of COSMOBILIS and UCAR (Euronext Paris: ALUCR), announces that it has taken a new step towards accelerating the establishment of European reference players in automotive mobility. bottom.

  • On April 8, 2022, the parties signed a memorandum of understanding on the acquisition of COSMOBILIS for a majority block of UCAR’s capital at a price of € 59.15 per share, followed by a public offering for the entire simple purchase.UCAR capital at the same price

  • With the acquisition of UCAR, the COSMOBILIS Group will be able to continue its transformation by completing the scope of mobility services and accelerating projects to create European players with integrated auto-mobility.

  • This operation allows UCAR franchisees and partners to expand their range of services and products to attract new customers.

  • The purchase price per UCAR share of € 59.15 is a premium of 238% compared to the closing price on April 7, 2022 (the last trading day before the outage) and 248% compared to the weighted average of the shares. It’s a premium.Prices for the last 60 days before the day the stock was stopped

  • This offer was favorably accepted by UCAR’s board of directors and of UCAR’s major shareholders after Jean-Claude Puerto: AXA IARD France, La Française AM and Innocap (representing 14%, 6% and 2% of capital, respectively). Benefited from support. UCAR) promised irreparable to bid on their shares in the offer

  • UCAR’s share price will be suspended on April 8, 2022 and will resume trading when the market opens on April 12, 2022.

BOULOGNE BILLANCOURT, France, April 11, 2022 / PRNewswire /-COSMOBILIS and Jean-Claude Puerto signed a memorandum of understanding on April 8, 2022 regarding the acquisition of all shares directly and indirectly held by Jean. I announced that. -Claude Puerto occupies 67% of the capital at a price of € 59.15 per share. The agreement is that Jean Claude Puerto will transfer a portion of his stake, which is equivalent to 29% of UCAR’s capital, to COSMOBILIS and in exchange for the stake in Cosmobilis, the rest of his participation (ie 38% of the capital). Is stipulated to be donated to COSMOBILIS. , Equivalent to about 6% of capital.

Following the acquisition of this majority block, a compulsory submission of a simplified takeover bid for UCAR’s entire capital will follow. AXA IARD France, La Française AM, and Innocap have promised to bid additional shares of 14%, 6%, and 2% on the offer in an irrevocable manner, respectively. As a result of these businesses, Cosmobilis has already benefited from a commitment related to 89% of UCAR’s capital, and in addition, the company owns 8% of its shares and may be canceled at the end of the offer. It is clearly stated.

Strategic merger of COSMOBILIS.

Four months after the Crédit Agricole Consumer Finance entered the capital of COSMO BILIS, it’s time to join the new European mobility player ecosystem. This merger has three purposes. It is to complete the delivery and scope of COSMOBILIS’s auto-mobility services, create synergies between the two organizations and accelerate network development.

The COSMOBILIS project is accelerating with the integration of UCAR. This new brick completes the group’s existing offers (medium- to long-term rentals, VTCs, mobility services, etc.) through the acquisition of key players for short-term rentals. Therefore, COSMOBILIS relies on UCAR, especially taking advantage of the very close coverage of French territory, the ability to lead the franchisee’s network, and the proximity to manufacturers and distributors by providing white labels. The innovative nature of UCAR enables the development of new products and the attraction of new generations of drivers.

In addition, UCAR branches and franchisees will be able to rely on a wide range of COSMOBILIS mobility services to complete their delivery to their current customers.

Crédit Agricole Consumer Finance, a shareholder of COSMOBILIS – Chairman and Co-Founder Carlos GOMES – CEO and Strategic Partner, has technical and human expertise in UCAR and its ecosystem. Are enthusiastically welcomed.

Carlos Gomez:

“We share the same vision of responsible, up-to-date mobility, operated by a community-based network and providing our customers with the right auto-mobility. That is, the right car at the right time. UCAR integration is a great opportunity to accelerate our project. We enthusiastically welcome the UCAR team, which has always been professional and innovative. ”

Jean-Claude PUERTO:

“For UCAR, which I created in 1999, this union represents an exciting new stage. Resources combined with the complementarity of the two groups accelerate the development of powerful, destructive and responsible mobility players. It will be possible to do.

UCAR is a true entrepreneurial adventure, shared with group employees, automaker and dealer employees, and franchisees. We are constantly exploring the unknown territory of automotive services and within COSMOBILIS this adventure will continue. ”

Stephen Priami, Deputy CEO of Crédit Agricole SA and CEO of CA Consumer Finance:

“Crédit Agricole Consumer Finance welcomes this merger, which allows Cosmobilis to complete its offering and expand its territory and UCAR to expand the scope of automotive mobility services. As a strategic partner of this new entity, Crédit Agricole Agricole Consumer Finance confirms its strategic ambition to develop automotive financing and encourage new forms of mobility in accordance with the Crédit Agricole Group’s projects.

COSMOBILIS, European Leader in Automotive Mobility

Founded in December 2021, the COSMOBILIS Group is a major automotive mobility sector: brand concessions, online vehicle sales platforms, automotive mobility platforms (VTC Marcel, online driving school Car Simone, B2B operator Fleetway, and the new mobility brand GOA. ) Is summarized. ).

COSMOBILIS aims to provide all customers with the right car at the right time, with or without a driver. To this end, the group is developing an ecosystem open to automotive professionals who share the same vision of automotive mobility.

UCAR, an innovative specialist in short-term rentals

Created by Jean-Claude PUERTO in 1999, UCAR has always been positioned under the impetus of its founders as an innovative rental company. Companies with 437 distributors specializing in car dealership rentals, white labels, or UCAR labels have begun the first LLD offer, especially for individuals, vehicle repurchase, and more recently flexible subscription offers. Was developed.

Next step and timetable as an indicator

After acquiring all UCAR shares held by Jean-Claude Puerto, COSMOBILIS will submit a draft simplified tender offer for the balance of UCAR shares at the same unit price of € 59.15. A public offering to the Autorité des Marchés Financiers (AMF) must be made by the end of May after the work to donate Jean-Claude Puerto’s UCAR investment to COSMOBILIS has been completed. COSMOBILIS will carry out a squeeze-out at the end of the open call for participants. Completion of the public offering is subject to the AMF Compliance Declaration.

The UCAR Board of Directors, held April 8, 2022, appoints Finexsi as an independent expert in preparation in accordance with the provisions of Section 261-1I 2 °, 4 ° and II of the General Regulations of AMF. I decided that. Report on the financial status of the public offering. In the absence of an extraordinary committee of independent directors, the appointment of an independent expert is subject to rights that may oppose AMF in accordance with the provisions of Articles 261-1-1 I and III of the Regulations. .. AMF in general.

Within the simplified takeover bid framework, the UCAR Board of Directors must express reasonable views on the benefits of the public offering and its impact on UCAR, its shareholders and its employees. This rational opinion is given on the basis of a report produced by an independent expert and is reproduced in the Draft Memorandum as a response produced by UCAR.

UCAR’s share price will be suspended on April 8th and will resume trading when the market opens on Tuesday, April 12th, 2022.

Financial and legal advice

UCAR: Villechenon as legal counsel.

COSMOBILIS: Rothschild & Co is a financial adviser and Bird & Bird / Efficiency is a legal adviser.

About Ucar Mobility Group

Founded in 2000, UCAR is a mobility specialist in a position to address new vehicle consumption patterns under the UCAR brand and white label. In the face of evolving urban lifestyles, declining purchasing power, and growing ecology awareness, UCAR’s innovative proposals are based on:

Transparent rates and low prices all year round through the local network.

An original digital offer that provides access to new cars to as many people as possible, thanks to the revenue from sharing.

UCAR has nearly 100 direct employees and 400 people working in all networks (franchisees and franchise employees). The group is located in France and has 437 branches and nearly 8,000 vehicles. In 2021, trading volume under the UCAR brand and related networks was € 67 million.

UCAR has been listed on Euronext Gross Pari (FR 0011070457 – ALUCR) since July 6, 2011.

About COSMOBILIS

A group at the crossroads of the evolution of the automotive sector and digital transformation

Cosmobilis

A new European player for auto-mobility.

Cosmobilis

Consists of five pillars: car distribution through a network of iconic BYmyCAR brand brand dealers, digital car distribution through the Elite Auto and Proxauto platforms, the first approved online driving school En Voiture Simone, GOA, a new brand in the group that provides automotive mobility services, including the ride hailing service of Fleet Way Marcel, a specialist in automotive mobility solutions.

Cosmobilis

Recently, Group shareholder Crédit Agricole has strengthened its equity by raising € 100 million in subscription funding.

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