In accordance with the provisions of article 15 of the Royal Decree of 8 November 1989, the Board of Directors has examined the content of the prospectus and the offer itself with respect to the overall interest of the company's shareholders, creditors and employees.
The Board of Directors has analyzed the strategy put forward by BNP Paribas, detailed in the prospectus, which consists of making Cobepa the central vehicle for the group's own investments in Private Equity for all new funds focusing principally on Europe and where the group would be the 'sponsor' as well as for other investments pertaining to Paribas Capital, BNP Paribas's Private Equity arm.
It has carefully studied the effects of this new strategy and the offer on the interests of the shareholders, creditors and Cobepa's shareholders, creditors and employees.
The Board of Directors has taken cognizance of the fairness opinion from the Degroof Bank, drawn up on the offerer's initiative and which concludes that the price of 74 euros is acceptable.
It has also taken cognizance of a document drawn up by UBS Warburg at the request of certain independent board members and of the company's management. This document gives no opinion on the fairness of the offer price. It contains valuations based on various criteria resulting in a range of between 69.6 euros and 92.9 euros. On the basis of the method of valuation considered to be the most pertinent by UBS Warburg, that of net asset value, this range is between 77.6 euros and 85.2 euros. These two limits corresponds to the break-up value and the net asset value (in the case of a continuation of activity) respectively, according to UBS Warburg. This document does not pronounce on the quality of this valuation in relation to a voluntary offer price presented to minority shareholders.
16 directors of the Board including two independent board members and one deputy board member expressed a positive opinion with regard to the different legal criteria for the analysis of the offer. 7 members of the Board, i.e. the Chairman, five independent board members and one deputy board member, issued a diverging opinion which doubts the interest for Cobepa's shareholders and personnel of the strategy proposed by BNP Paribas and deemed the offer price to be insufficient.
In accordance with article 15 § 2 of the Royal Decree of 8 November 1989, the directors have been invited to disclose their intention with respect to the sale in the context of the offer of shares which they themselves or the shareholders that they represent hold directly or indirectly.
All board directors other than those coming from BNP Paribas have announced their intention to tender the shares they hold directly or indirectly under the terms of the offer.