Progress towards finalizing the transactions with Eagle Football
Lyon, December 8, 2022
It is recalled that Eagle Football Holdings LLC1, controlled by Mr. John Textor, has committed to acquire 39,201,514 shares issued by OL Groupe at a price of €3 per share and 789,824?OSRANEs issued by OL Groupe at a price of €265.57 per OSRANE to its main historical shareholders (Pathé, IDG Capital and Holnest - hereafter designated as the "Sellers"). The share purchase agreement is firm and unconditional; in particular, there are no conditions relating to the financing of the transaction or to third-party consents.
Eagle Football has also undertaken to subscribe, subject to the completion of these acquisitions, to a reserved capital increase of OL Groupe for a total amount of €86 million (the transactions described above are hereafter designated as the "Transaction"). This capital increase has been approved by the shareholders' meeting of July 29, 2022.
As regards the debt of the Olympique Lyonnais group, it is recalled that all the lenders of the Olympique Lyonnais group have given their consent to the transaction ("waivers")2, effective at closing.
The press release dated December 4, 2022 announced that the Sellers and OL Groupe had granted an ultimate additional delay to permit Eagle Football to secure all consents enabling the satisfaction of its commitments.
At the specific request of the board of OL Groupe, Mr. John Textor, majority shareholder of Eagle Football, has indicated today the following to the Company and the Sellers:
"Eagle Football, as of November 17, has secured all financings necessary for the completion of the Transaction and signed the corresponding binding agreements with debt and equity providers. Such financings are still in place.
Subsequent to the June 2022 announcement, we were asked by OLG's banks to contribute additional monies to partially repay debt, and we have also secured incremental funds to satisfy this request.
We now feel confident that we have secured the approval in principle from all parties for the contribution to Eagle Football of my various football interests across the United Kingdom, Brazil and Belgium.
We therefore feel confident that the remaining consents should be obtained and the agreements signed shortly so that all conditions shall be satisfied to complete the Transaction.
The amounts secured under the financing arrangements between Eagle Football and its debt and equity financing sources will be readily available to enable the closing of the Transaction in the coming days and the ensuing tender offer.
We are more than ever enthusiastic about, and fully committed to, the development of Olympique Lyonnais under the stewardship of Jean-Michel Aulas and his team."
In light of the above, and on the basis of the statement and strong assurances of Eagle Football and Mr. John Textor, the Sellers and the Company have considered that, in view of the progress, there was sufficient likeliness that a closing of the transactions would take place shortly. The Company and its board of directors will monitor in real time the completion of the last remaining steps.
The Company will publish a press release as soon as the closing date shall be decided.
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