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Tuesday 25 January, 2011

Formal opinion (“avis motivé”) from the Su...

PR Newswire/Les Echos/

- Press release -

Formal opinion ("avis motivé") from the Supervisory Board dated 24 January 2011

Paris, 25 January 2011 - The Supervisory Board of (the "Board") 
met on 24 January 2011 to provide its opinion on the revised cash tender offer
from AS Online Beteiligungs GmbH, a subsidiary of Axel Springer AG, for the 
shares of (the "Revised Offer").

Prior to this meeting, the Board members were provided with the terms and
conditions of the Revised Offer as stated in the draft additional offer 
document filed with the Autorité des marchés financiers (the "AMF") and 
subject of an AMF notice under reference D&I 211C0091 dated 25 January 2011.

In line with its position dated 14 September 2010, the Board met in reduced
format with four out of the six Board members participating to the debate and

At the end of the meeting and in accordance with the provisions of Article 
232-9 of the AMF General Regulation, the Board unanimously approved the 
following formal opinion:

"The Board acknowledges the terms and conditions of the Revised Offer and in
particular the increased price of EUR 38.05 per share, representing a premium 
of nearly 12% compared to the EUR 34.00 price per share of the initial offer 
filed by AS Online Beteiligungs GmbH on 28 September 2010.

The Revised Offer price of EUR 38.05 per share is now within the valuation 
range of the independent expert's report delivered by Finexsi on 
25 October 2010. The Board considers that the price of EUR 38.05 per share 
now reflects the intrinsic value of the Company as well as its growth 

In addition, the Board noticed the inclusion of a minimum acceptance threshold
set at 50.01% of the share capital and voting rights of, as per 
the provisions of Article 231-9 of the AMF General Regulation. The Board 
considers that the increased offer price puts Axel Springer in a position to 
achieve, at the end of the Revised Offer, an interest in which 
would allow it to implement its industrial and strategic plan. The Revised 
Offer as presented should enable to benefit from the support of a
reference shareholder for its long term development strategy.

The Board also acknowledges the provision of an incentive plan for's management and employees. In particular, the agreement between 
Axel Springer and dated 19 January 2011 (the "Agreement") includes
a liquidity mechanism for holders of free shares, stock options 
and shares subscribed in December 2006 in the context of the offer reserved to
employees ("offre réservée aux salaries").

Furthermore, the Agreement provides for a reorganisation of the Board which,
provided that the Revised Offer is successful, will be composed in majority of
members appointed by Axel Springer, hence reflecting the new ownership of the
Company. Axel Springer also committed to have three Board members appointed by
the current Board. Finally, the Board notices that Axel Springer does not 
intend to implement any other significant change in the Company's organisation
and, in particular, its management team.

The Board concluded that the Revised Offer is now in the interests of, its employees, its clients and its shareholders. As a consequence
and given the improvement in the terms and conditions of the Revised Offer, in
particular its financial terms and conditions, it considers that the Revised
Offer should be regarded as friendly.

The Board therefore unanimously recommends that shareholders 
tender their shares to the Revised Offer."

All Board members have declared their intention to tender their
shares to the Revised Offer.

About has been the specialist leader of on-line real estate in France 
for the past 18 years. Its websites are available on any screen (computer, 
mobile phone and connected TV) and every day millions of French Internet users
view the 1.1 million plus property ads posted by estate professionals at any 
time, from wherever they may be.
Be it a purchase or rental, resale or property development, in France or 
abroad, a business location or a demeure de charme, everyone can satisfy their
property project through one of the Group's 7 websites:
The Group also provides real estate professionals the broadest visibility of
their ads with an audience of 3 million unique visitors and close to 15 
minutes viewing per visitor via its different websites.
It is also the number-one supplier of Internet websites for real estate 
agencies and software transaction design for professionals with Périclès 
(Source: Mediamétrie // Nielsen Netratings). has been listed on 
Euronext Paris (compartment B) since 30 November 2006 and is part of the 
following indexes: SBF 250, CAC MID 100, CAT IT and Euronext 100.
ISIN code: FR0010294595.

Contacts        Brunswick
Investors relations :       Marie-Laurence Bouchon
Laurence Bégonin Maury      Alexandra van Weddingen
Tel: +33 1 53 38 29 00      Tel: +33 1 53 96 83 83
[email protected] 

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