GROUPE SNEF ACQUIRES A MAJORITY STAKE IN ALLIATIV (VISIATIV'S CONTROLLING SHAREHOLDER) - ALLIATIV TO FILE A TENDER OFFER FOR THE REMAINING OUTSTANDING VISIATIV SHARES

Lyon, France, 11 June 2024 – 6pm. Visiativ, a digital transformation and innovation expert for small and medium-sized businesses, is listed on Euronext Growth in Paris (FR0004029478, ALVIV).

Visiativ and Groupe SNEF announce the final completion of the sale of 75.72% of the share capital of Alliativ (Visiativ's controlling shareholder) to Groupe SNEF (the “Sale”), following exclusive negotiations between Alliativ's main shareholders and Groupe SNEF which began on 8 February 2024, and after obtaining the customary regulatory authorisations regarding merger control, as well as formal approval from certain of Visiativ's commercial partners.

Completion of the Sale took place by way of a cash payment, based on a value by transparency reflecting a price of €37.00 per Visiativ share (cum dividend). This price represents a premium of +35.5% compared with Visiativ's closing share price on 8 February 2024, the day preceding the announcement of the Sale (reference share price on 8 February 2024: €27.30).

As a result of the Sale, Groupe SNEF holds 75.72% of the share capital of Alliativ, Visiativ's controlling shareholder. In addition, immediately after the Sale, Alliativ acquired 252,578 Visiativ shares (representing approximately 5.43% of the share capital) from Visiativ's shareholders acting in concert, also at a price of €37.00 per Visiativ share (cum dividend).

Following completion of the Sale, Alliativ (now controlled by Groupe SNEF) will shortly file, on a mandatory basis in accordance with the provisions of article 235-2 of the AMF General Regulations, a draft tender offer subject to the issuance by the AMF (Autorité des Marchés Financiers - the French financial markets authority) of its compliance notice (avis de conformité) and for the remaining outstanding VISIATIV shares (as well as all the free shares that may be issued before closing of the tender offer), at the same price as that based on a value by transparency applied in the Sale, namely, €37.00 per Visiativ share (cum dividend). The firm A2EF has been appointed as independent expert to prepare a report on the fairness of the financial terms of the tender offer in accordance with sub-paragraphs 1°, 2° and 4° of paragraph I and paragraph II of article
261-1 of the AMF General Regulations.

This tender offer provides a liquidity opportunity offering a premium compared with the last share price prior to the announcement.

If the conditions are met at the closing of the tender offer, Alliativ, as offeror, will request implementation of a squeeze-out procedure with respect to the Visiativ shares not tendered in the offer.

On 11 June, the board of directors acknowledged the resignation of Christian Donzel from his office as board director, and the appointment by co-optation of Stéphane Corteel as board director. There are no other changes in Visiativ's governance.

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ABOUT VISIATIV
Visiativ's mission is to make digital transformation a performance lever for companies. We do this by co-building alongside our customers, over the long term. We call this our promise: "Sharing, is growing".
We support our customers by providing solutions and services to plan, implement, manage and monitor transformations with a unique and innovative approach through three pillars: Consult (consulting & support), Engage (solutions & deployment) and Connect (communities for exchange and sharing). With over 35 years of proven experience working with more than 25,000 Small & Mid-Market customers, Visiativ has achieved revenues of €277 million in 2023. Visiativ is present both in France and abroad (Austria, Belgium, Brazil, Canada, Germany, Luxembourg, Morocco, the Netherlands, Poland, the United Kingdom, U.A.E, USA and Switzerland) and has more than 1,500 employees.
Visiativ (ISIN code FR0004029478, ALVIV) is listed on Euronext Growth in Paris. The share is eligible for PEA and PEA-PME.

For further information visit www.visiativ.com

About Groupe SNEF
Founded in 1905, Groupe Snef is a leading company in France in design engineering and project management, integration and maintenance of electrical and mechanical systems, development of industrial and automated systems, as well as implementation of IT architecture, industry 4.0 and security solutions. Groupe Snef works alongside key players in the Marine, Energy, Industry, Infrastructure and Construction sectors. Groupe Snef generates revenue of approximately €1.7 billion, through operations in around twenty countries.

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