from TERACT (EPA:TRACT)
TERACT - Approval by the AMF of the public buy out offer followed by a squeeze-out of TERACT shares
PRESS RELEASE
Paris, April 20, 2026,
Approval by the AMF of the public buyout offer followed by a squeeze-out of TERACT shares
The public buy-out offer followed by a squeeze-out filed by InVivo Group, acting in concert with the Founders' Companies1, of TERACT shares and BSAR B (the “Offer”) was approved by the Autorité des marchés financiers (the "AMF") on April 20, 2026.
- The Offer price is €3.12 per share and €0.0039 per BSAR B representing:
- Ledouble, acting as an independent expert, issued a report concluding that the financial terms of the Offer are deemed as fair for all shareholders and BSAR B holders. This report is presented in TERACT’s response document (Note en réponse).
- TERACT’s Board of Directors, based on the recommendations of the ad hoc committee, and based on Ledouble’s report, confirming that the financial terms of the Offer can be deemed as fair, delivered a favorable opinion regarding the Offer and unanimously recommended that TERACT shareholders and BSAR B holders tender their shares to the Offer.
- The Offer is expected to open on April 22, 2026, and close on May 13, 2026.
On April 20, 2026, the Autorité des marchés financiers has approved the public buy-out offer followed by a squeeze-out, initiated by InVivo Group, acting in concert with the Founders' Companies1, on TERACT shares and BSAR B, and on the same day validated InVivo Group’s Offer documentation (Note d’information) and TERACT's response document (Note en réponse), respectively numbered 26-094 and 26-095.
Prior to the opening of the Offer, the AMF will publish a statement confirming the opening of the Offer and the relevant timetable.
The documentation related to the Offer, including the information related to the legal, financial, accounting characteristics of InVivo Group and TERACT, is available on the TERACT (https://teract.com/en/public-buy-out-offer/) and AMF (www.amf-france.org) websites.
PRESS RELEASE
Terms of the transaction
Prior to the opening of the Offer, InVivo Group holds in concert3 94.77% of the Company’s share capital and theoretical voting rights on an undiluted basis, and 87.32% on a fully-diluted basis4.
As part of the Offer, InVivo Group undertakes to acquire from the holders of TERACT Shares all the TERACT Shares and BSAR B that will be tendered to the Offer as per the terms set forward in InVivo Group's Offer document (Note d’information), and so for a period of fifteen (15) trading days based on the price conditions as follows:
- €3.12 per share, representing a premium of 224.3% versus the last closing price prior to the announcement of the Offer5 and 207.3% versus the volume-weighted average price over the last 120 trading days preceding the Offer announcement date5.
- €0.0039 per BSAR B, representing a premium of 290.0% versus the last closing price prior to the announcement of the Offer5 and 290.0% versus the volumeweighted average price over the last 120 trading days preceding the Offer announcement date5.
TERACT’s Board of Directors, based on the recommendations of the ad hoc committee, confirmed that the Offer was in the best interest of TERACT, its employees, its shareholders and its BSAR B holders, and therefore recommended that the shareholders and BSAR B holders tender their shares and BSAR B to the Offer.
Bpifrance Investissement has stated its intention to tender all of its TERACT shares to the Offer.
InVivo Group declared its intention to implement the Squeeze-out on TERACT Shares and BSAR B , provided that at the end of the Offer, the shares held by minority shareholders combined with the shares that may be issued as a result of the exercise of BSAR B holders who did not tender to the Offer, do not represent more than 10% of the capital and voting rights of TERACT on a fully-diluted basis. Shares and BSAR B not tendered to the Offer would then be transferred to InVivo Group in return for a compensation equal to the respective share and BSAR B prices as offered as part of the Offer.
Next steps
The Offer is expected to open on April 22, 2026, and close on May 13, 2026.
All shareholders and BSAR B holders can participate in the Offer and tender their Shares6.
PRESS RELEASE
Disclaimer
The Offer is made exclusively in France. Holders of TERACT Shares and BSAR B located outside of France can participate in the Offer to the extent that it is permitted by the local law to which they are subject.
About TERACT:
Since 29 July 2022. TERACT has combined the distribution activities of InVivo Group (formerly InVivo Retail) and those of the former SPAC 2MX Organic. TERACT is a major responsible distribution player in the garden centre. pet retail and food distribution growth markets. Our ambition is to create a unique network of brands combining tradition and modernity. agricultural know-how and innovation and in-store and digital experiences. TERACT meets the demand for a new generation of consumption which is synonymous with quality. sustainability and traceability. TERACT groups together Garden Centre/Pet Retail brands Jardiland. Gamm vert. Delbard and Jardineries du Terroir as well as Food Retail brands Boulangerie Louise. Grand Marché La Marnière and Frais d'Ici. TERACT's majority shareholder is InVivo. one of the leading agricultural and agri-food groups in Europe. TERACT is listed on the professional compartment of Euronext Paris (ticker code: TRACT. ISIN: FR001400BMH7). More information on www.teract.com.
CONTACTS:
Investors: investors@teract.com
Media: media@teract.com
Notes
- Combat Holding (controlled by Matthieu Pigasse), NJJ Capital (controlled by the Xavier Niel family group), Imanes and Palizer Investment (both controlled by Moez-Alexandre Zouari) companies.
- As at January 14, 2026.
- Excluding the assimilation of the 136,406 treasury shares.
- Assuming that all Company's BSAR are exercised.
- As at January 14, 2026.
- It is specified that 65,488 free TERACT shares acquired during the holding period, and still subject to liquidity agreements, are not included in the Offer.