CAMLIN FINE SCIENCES announced that it will not implement a squeeze-out procedure
Regulatory News:
This press release may not be published, distributed or transmitted, directly or indirectly, in the United States of America, Australia, Canada, South Africa or Japan.
Vinpai (ISIN: FR001400AXT1; ticker: ALVIN), a specialist in the design, manufacture and marketing of algae- and plant-based functional ingredients for the food and cosmetics industries ("Vinpai" or the "Company"), further to its previous press releases, including that of November 27, 2025, reminds that Camlin Fine Sciences Limited ("CFSL") completed on November 27, 2025 the acquisition of a majority stake in Vinpai's share capital, representing 78.68% of its share capital and 84.89% of its voting rights, at a price of €3.60 per Vinpai share, from certain shareholders of the Company (the "Block Acquisition")1
The Company also reminds that, in its press release dated December 23, 2025, CFSL announced that it would file by the end of February 2026 with the French Autorité des marchés financiers (the "AMF"), pursuant to Articles 234-2 and 235-2 of the AMF General Regulation, a simplified cash tender offer for the remaining Vinpai shares not held by CFSL (the "Offer"), at the same price as that of the Block Acquisition, i.e. €3.60 per Vinpai share.
CFSL informed the Company today that, in light of administrative constraints specific to CFSL relating to Indian foreign exchange regulations and the proximity of Vinpai's 2025 annual results publication date announced for April 16, 2026, CFSL has decided to postpone the filing of the Offer, which should now take place no later than early May 20262, so that Vinpai's 2025 annual financial statements may be included in the documentation relating to the Offer and in particular in the independent expert's report. It is specified that the price per VINPAI share under the Offer will remain unchanged at €3.60.
CFSL announced that, as part of a potential restructuring of its group in Europe, which would promote synergies among its European subsidiaries and strengthen its presence in Europe, CFSL wishes to maintain the listing of VINPAI shares and no longer intends to request that the AMF implement a squeeze-out procedure for VINPAI shares from the Euronext Growth market in Paris3
CFSL further indicated that maintaining the listing will enable Vinpai to retain visibility and thus access to the financial markets in order to ensure the restructuring of Vinpai's debt and support the financing of development projects in Europe that the CFSL group may carry out in the future.
About Vinpai
Vinpai is an ingredien'tech company specializing in the design, manufacture and marketing of algae, plants, mineral and fiber-based functional ingredients offering manufacturers natural alternatives to chemical additives. Positioned in the most promising market segments, Vinpai now supports manufacturers in the food industry, its historical market, cosmetics and nutraceuticals, thanks to cross-technology know-how, enabling them to increase the nutritional qualities of their finished products. The combination and association of ingredients and food additives allows manufacturers to accelerate their development, optimize their production costs and generate profitability. Operating from two sites, in Saint-Dolay and near the port of Saint-Nazaire, Vinpai has developed more than 3,500 formulas and now has 43 employees. In 2024, the Company generated revenue of €9.2 million, over 70% of which abroad, and is established in more than 36 countries.
For further information: www.vinpai.com
Disclaimer
This press release does not constitute an offer to sell or a solicitation of an offer to buy Vinpai shares in any jurisdiction, and no sale of shares shall be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
The distribution of this document may, in certain jurisdictions, be subject to restrictions imposed by local laws. Persons into whose possession this document comes are required to inform themselves about and to observe any such local restrictions.
This press release constitutes an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation"). Any decision to purchase shares must be made solely based on publicly available information relating to the Company.
In France, the issuance of the Vinpai convertible bonds described above was reserved for an investor belonging to the category of beneficiaries defined in the sixteenth resolution of the Company's general meeting dated June 26, 2024, pursuant to Article L. 228-91 of the French Commercial Code and the applicable regulatory provisions. Pursuant to Article 211-3 of the AMF General Regulation and Articles 1(4) and 3 of the Prospectus Regulation, such issuance of convertible bonds will not require the publication of a prospectus approved by the AMF.
With respect to the member states of the European Economic Area, no action has been taken and no action will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any member state. Accordingly, such securities may not and should not be offered in any member state except pursuant to the exemptions set forth in Article 1(4) of the Prospectus Regulation or, otherwise, in cases not requiring the publication by the Company of a prospectus under Article 3 of the Prospectus Regulation and/or the applicable regulations in such member state.
This press release and the information it contains are directed only at persons who are (x) outside the United Kingdom, or (y) in the United Kingdom, and who are "qualified investors" (as such term is defined in the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities and other persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies", unincorporated associations, etc.), or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities to which this press release relates will be available only to and will be engaged only with Relevant Persons. This press release is directed only at Relevant Persons and persons who are not Relevant Persons must not act or rely on this press release or any of its contents.
This press release and the information it contains do not constitute and shall not constitute an offer to sell securities or the solicitation of an offer to buy Vinpai securities in the United States of America or in any other jurisdiction where restrictions may apply. The securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Vinpai securities have not been and will not be registered under the Securities Act, and the Company does not intend to make any public offering of Vinpai securities in the United States of America.
The dissemination of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform himself or herself of and comply with any such restrictions.
The information contained in this press release does not constitute an offer of securities in the United States of America, Australia, Canada, South Africa, Japan or in any other country. This press release must not be published, transmitted or distributed, directly or indirectly, in the United States of America, Australia, Canada, South Africa or Japan.
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Contacts:
Vinpai
Philippe Le Ray
Chief Executive Officer
investors@vinpai.com
NewCap
Théo Martin
Aurélie Manavarere
Investor Relations
vinpai@newcap.eu
Tél.: 01 44 71 94 94
NewCap
Nicolas Mérigeau
Media Relations
vinpai@newcap.eu
Tél.: 01 44 71 94 98
