Following the joint announcement of March 11, 2025, Zydus Lifesciences Limited (“Zydus”) and Amplitude Surgical SA (“Amplitude”) confirm that Amplitude has conducted the mandatory information and consultation process with the works council of Amplitude SAS. Consequently, Zydus has signed the share purchase agreement to acquire 75.4% of the share capital of Amplitude1at a price of €6.25 per Amplitude share from PAI Partners, Olivier Jallabert and other managers of Amplitude, which together with the two share purchase agreements already signed on March 11, 2025 with two minority shareholders represent 85.6% of the share capital of Amplitude (the “Block Acquisition”).
As indicated in the joint announcement of March 11, 2025, the completion of the Block Acquisition remains subject to the usual closing conditions, including authorization from the French Minister of Economy as part of the control of foreign investments in France, the re-investment by Amplitude CEO Olivier Jallabert into the company, as well as the absence of qualified material adverse events.
Subject to the fulfilment of the closing conditions, Zydus will acquire 85.6% of the share capital of Amplitude.
The closing of the Block Acquisition is now expected to be completed by Q3 2025. After such completion, Zydus’ mandatory simplified tender offer would be filed with the Autorité des Marchés Financiers (“AMF”) and would be followed by a squeeze out if the conditions are met. The opening of the subsequent tender offer would then remain subject to the AMF’s clearance decision.
In this respect and as announced on April 17, 2025, commitments to tender 4.7% of Amplitude’s share capital have been executed with other minority shareholders of Amplitude. As a consequence, and subject to the condition precedents hereabove, Zydus will be in a position to acquire more than 90 % of the capital and voting rights of Amplitude at the end of the tender offer, and therefore to implement a squeeze-out procedure.
