DJ AVANTAGE: Founding shareholders of Voyageurs du Monde announce shareholding reorganisation and proposed Public Tender Offer
Voyageurs du Monde
AVANTAGE: Founding shareholders of Voyageurs du Monde announce shareholding reorganisation and proposed Public Tender
Offer
06-Jul-2026 / 19:41 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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AVANTAGE
A French public limited company (société anonyme)
With a share capital of EUR 229,114,429.50
Registered office: 55 rue Sainte Anne - 75002 PARIS - France
Registered with the Paris Trade and Companies Register under No. 842 463 127
Paris, July 6, 2026
Founding Shareholders of Voyageurs du Monde Announce Shareholding Reorganisation and Proposed Public Tender Offer
The founding shareholders[1] (the "Founding Shareholders") and the principal institutional investors[2] (the "Investors
") of Voyageurs du Monde announce that they have entered into an agreement today to acquire the remaining share capital
of Voyageurs du Monde.
Voyageurs du Monde ("Voyageurs du Monde" or the "Company") is a French public limited company (société anonyme) with a
board of directors, whose shares and whose convertible bonds are listed on Euronext Growth Paris (ISIN codes:
FR0004045847 for the shares and FR0014003XXX for the convertible bonds.
Avantage is an unlisted French public limited company (société anonyme) with a board of directors, which currently
controls 62.24% of the share capital and 75.80% of the voting rights of Voyageurs du Monde. Within Avantage, the
Founding Shareholders hold 23.39% of the share capital and 51.18% of the voting rights, while the Investors hold 76.61%
[3] of the share capital (and 38.63% of the voting rights)[4].
In addition, the principal Investors[5] will contribute the Voyageurs du Monde shares they hold directly to Avantage.
As the Avantage shares issued in consideration for such contribution will carry no voting rights, the Founding
Shareholders will retain control of Avantage with 17.32% of the share capital and 61.37% of the voting rights.
Avantage also announces that it has entered into an agreement today with Amiral Gestion for the acquisition of a block
of 73.969 Voyageurs du Monde shares, representing 1.65% of the Company's share capital, at a price of EUR180 per share.
Following completion of the shareholding reorganisation and the block acquisition, Avantage will hold 86.44% of the
share capital and 90.52% of the voting rights of Voyageurs du Monde.
Pursuant to the agreements entered into between the Founding Shareholders and the Investors, it has been agreed that
Avantage will file a proposed mandatory simplified public tender offer for all Voyageurs du Monde shares at a price of
EUR180 per share and for the Company's convertible bonds at a price of EUR182.52 per bond (reflecting a conversion ratio of
1.014 shares per convertible bond).
The proposed simplified mandatory tender offer[6] will be filed with the French Financial Markets Authority (Autorité
des marchés financiers - "AMF") as soon as practicable. It will be followed, where applicable, by a squeeze-out if the
applicable legal conditions are met. Should the tender offer be followed by a squeeze-out, a liquidity mechanism would
subsequently be implemented at the level of Avantage for the benefit of the Founding Shareholders and certain
Investors, and the non-voting Avantage shares would recover their voting rights. If these transactions are completed,
Certares would ultimately hold approximately 51.72% of the share capital and 49.37% of the voting rights of Avantage,
while the Founding Shareholders would retain 7.54% of the share capital and 7.91% of the voting rights.
In this scenario, the allocation of share capital and voting rights within Avantage between the Founding Shareholders
and the Investors would evolve as follows:
Post-Transaction Following the squeeze-out and the share
capital reduction
% 30-June-26
Share Capital Voting Rights Share Capital Voting Rights
Founding Shareholders 23.39 61.37 7.54 7.91
Certares 28.97 0.00 51.72 49.37
BNP Paribas 1.22 1.70 0.72 0.76
Crédit Mutuel Equity 32.13 29.40 30.45 31.93
Montéfiore 3.43 0.00 2.03 2.13
BPI France 8.73 4.54 6.27 6.58
Kairos Alpha 2.14 2.99 1.27 1.33
All of these transactions[7],carried out on the same EUR180 per Voyageurs du Monde share basis, have already been fully financed.
The main terms of the proposed public tender offer, expected to be filed during the second half of 2026, are as follows:
-- The offer for Voyageurs du Monde shares will be made at EUR180 per share. This represents a premium of23.7% over the closing price on July 6, 2026, and 27.2% over the volume-weighted average share price during the 60trading days preceding July 6, 2026;
-- The offer for Voyageurs du Monde convertible bonds will be made at EUR182,52 per bond. This represents apremium of 40.4% both over the closing price on July 6, 2026, and over the volume-weighted average bond priceduring the 60 trading days preceding July 6, 2026;
-- The offer will be subject to a fairness opinion issued by an independent expert appointed by the Board ofDirectors of Voyageurs du Monde regarding the financial terms of the offer, and will be subject to the issuance bythe AMF of a clearance decision (décision de conformité);
-- During the twelve-month period following the AMF's clearance decision, Avantage intends to continue thebusiness and development of Voyageurs du Monde, with no particular impact on its commercial strategy or employmentpolicy (including workforce levels and human resources management).
Portzamparc BNP Paribas will act as financial adviser, presenting bank and guarantor on behalf of Avantage. D'hoir Beaufre Associés and Fidal are acting as legal advisers to Avantage.
Contact:
Alain Capestan, CEO, T: 01 42 86 16 57
Email: acapestan@voyageursdumonde.fr
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[1] Mrs Jean-François Rial, Alain Capestan, Lionel Habasque, Frédéric Moulin, Loïc Minvielle, et leurs sociétés respectives
[2] BNP Paribas Développement, Montefiore, Crédit Mutuel Equity, Kairos Alpha, Bpifrance, Certares.
[3] of which 28.97% of the share capital is held by Certares
[4] It being specified that Certares does not hold any voting rights.
[5] Crédit Mutuel Equity, Bpifrance, Certares
[6] Or, where applicable, through a squeeze-out tender offer, provided that the relevant conditions are satisfied on the date the offer is filed
[7] Acquisition by Avantage of a block of Voyageurs du Monde shares, Contribution of Voyageurs du Monde shares to Avantage, Tender offer for the securities of Voyageurs du Monde and, where applicable, implementation of the squeeze-out of Voyageurs du Monde and the liquidity mechanism within Avantage.
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Regulatory filing PDF file
File: AVANTAGE: Founding shareholders of Voyageurs du Monde announce shareholding reorganisation and proposed Public Tender Offer
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Language: English
Company: Voyageurs du Monde
55 rue Sainte-Anne
75002 Paris
France
Phone: +33 (0)1 42 86 17 00
Internet: www.voyageursdumonde.fr
ISIN: FR0004045847
Euronext ALVDM
Ticker:
AMF Category: Additional regulated information to be pubicly disclosed under the legislation of a Member State /
Takeover bid - Other news releases
EQS News ID: 2361080
End of Announcement EQS News Service
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2361080 06-Jul-2026 CET/CEST
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(END) Dow Jones Newswires
July 06, 2026 13:42 ET (17:42 GMT)
