Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada,
Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.
Approval of the prospectus by the Autorité des marchés financiers:
another milestone towards the completion of the business combination with
InVivo Retail
Paris, June 30, 2022 – The Autorité des marchés financiers (“AMF“) has approved today under number 22-248 the prospectus (the “Prospectus“) prepared by 2MX Organic SA (ISIN: FR0014OOOT90, Euronext Paris), a Special Purpose Acquisition Company (SPAC) having its registered office at 65, rue d’Anjou, 75008 Paris, registered with the Trade and Companies Register of Paris under number 889 017 018 (“2MX Organic“), in the context of the contribution by InVivo Group SAS, to 2MX Organic (the “Contribution“), of 100% of the shares of its subsidiary, InVivo Retail, a French société par actions simplifiée, whose registered office is located at 83, avenue de la Grande Armée, 75116 Paris, registered with the Trade and Companies Register of Paris under the number 801 076 076 (“InVivo Retail“).
This approval of the Prospectus by the AMF is another important step leading to the completion of the Contribution before the approval of the Contribution by the shareholders’ meeting of 2MX Organic to be held, on July 29, 2022.
Subject to the favorable vote of its shareholders, 2MX Organic will be renamed Teract following the completion of the Contribution. Following the Contribution, InVivo Retail will become a wholly-owned subsidiary of 2MX Organic and InVivo Group will become the controlling shareholder of 2MX Organic.
A copy of the Prospectus will be available on the AMF’s website (www.amf-france.org) and on 2MX Organic’s website (www.2mxorganic.com) and obtainable free of charge from 2MX Organic. The summary of the Prospectus is attached to this press release.
Contacts
2MX Organic
InVivo Group
Aziza Bouster
Charlotte de Lattre
+33 6 07 96 30 91
83, avenue de la Grande Armée, 75016 Paris
contact@2mxorganic.com
cdelattre@invivo-group.com
Contacts médias
Brunswick Group
Benoît Grange / Salah Ben Hamoudi
+33 1 53 96 83 83
2mxinvivo@brunswickgroup.com
*
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada,
Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.
Important notice
The dissemination, publication or distribution of this press release may be restricted by applicable laws and regulations in certain jurisdictions. Accordingly, persons in the jurisdictions where this press release is disseminated, published or distributed should inform themselves about and observe such laws and regulations. Any violation of such restrictions may constitute a violation of applicable securities regulations in such jurisdictions.
This press release and the information contained herein are provided for information purposes only. It does not constitute and should not be considered to constitute an offer of securities to the public or a solicitation of an offer of any kind in any jurisdiction, including France.
The information contained in this press release is for informational purposes only and does not purport to be complete and no person should rely in any way on the information contained in this press release or its accuracy or completeness.
European Economic Area – France
This press release does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended, but a communication of a promotional nature of an exclusively informative nature. It does not constitute and shall not be considered under any circumstances as constituting an offer to the public of financial securities by 2MX Organic, nor as a solicitation of the public relating to an offer of any kind in any country, including France.
The Prospectus (the “Prospectus“) will be submitted to the AMF for approval solely for the purpose of the admission to trading on the professional segment (compartiment professionnel) of the regulated market of Euronext Paris of the shares to be issued by 2MX Organic in consideration for the Contribution. A copy of the Prospectus will be available on the AMF website (www.amf-france.org)and on 2MX Organic’s website (2mxorganic.com) and may be obtained free of charge from 2MX Organic. The Prospectus will include a detailed description of 2MX Organic, including a section describing certain risk factors relating to 2MX Organic and the Contribution.
Investors may not subscribe for or acquire any of the securities referred to in this press release except on the basis of the information contained in the Prospectus, as applicable.
The securities of 2MX Organic admitted to trading on the professional segment of the regulated market of Euronext Paris are intended only for Qualified Investors, as defined in Regulation (EU) 2017/1129 of June 14, 2017 and in accordance with the provisions of Article L. 411-2, 1° of the French Monetary and Financial Code.
United Kingdom
This press release does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this press release may only be distributed to, and is directed only at, persons (a) who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as implemented in the United Kingdom by the EUWA and (b) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the law entitled “Financial Services and Markets 2000 (Financial Promotion) Order 2005” as amended (the “Order“), or (ii) high net worth entities, unincorporated associations or other persons to whom this announcement may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons being hereinafter referred to as “Relevant Persons“). In the United Kingdom, no person other than a Relevant Person may act on the basis of this announcement. Any investment or investment activity referred to in this announcement may only be made by Relevant Persons. Persons distributing this press release must ensure that such distribution is legally authorized.
United States of America
This press release and the information contained herein do not constitute an offer to subscribe for or purchase, or the solicitation of an order to subscribe for or purchase, any financial securities of 2MX Organic in the United States or in any other jurisdiction in which the transaction may be restricted. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933,
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada,
Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.
as amended (the “U.S. Securities Act“), it being specified that 2MX Organic’s securities have not been and will not be registered under the U.S. Securities Act and 2MX Organic does not intend to make a public offering of securities in the United States.
Canada
This press release and the information contained herein do not constitute, and shall not constitute, an offer to the public to subscribe for or sell, or a solicitation of an offer to subscribe for or buy, any financial securities of 2MX Organic in any province or territory of Canada. Financial securities may not be offered or sold in Canada absent a prospectus registering such financial securities in the relevant provinces and territories of Canada or an exemption from the prospectus requirement under applicable securities regulations in Canada, it being understood that 2MX Organic’s financial securities have not been and will not be registered pursuant to a prospectus under the applicable securities regulations of any province or territory of Canada and 2MX Organic does not intend to make such a registration of its financial securities or an offer to the public of its financial securities in Canada.
This announcement is not being made and copies of it may not be distributed or sent, directly or indirectly, to the United States of America, Canada, Australia or Japan.
3
Schedule
Summary of the Prospectus
SECTION A – Introduction
Notice to readers
This summary should be read as an introduction to the Prospectus only. Any decision to invest in the Company should be based on a consideration of this Prospectus as a whole and not just this summary, being specified that investors may lose all or part of the invested capital. Where a claim relating to the information contained in the Prospectus is brought before a court in a Member States of the European Economic Area, the claimant might, under the national legislation of the Member States or countries which are parties to the European Economic Area, have to bear the costs of translating the Prospectus before the judicial proceedings are initiated. Civil liability in relation to this summary attaches only to those persons who are responsible for this Prospectus including any translation thereof but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or if it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in such securities.
Information on the Company
2MX Organic, a French société anonyme à conseil d’administration having its registered office at 65, rue d’Anjou, 75008 Paris, registered with the Trade and Companies Register of Paris under number 889 017 018 (the “Company“). Following the completion of the Contribution, the Company will be renamed “Teract” and the registered office of the Company will be transferred to 83, avenue de la Grande Armée, 75116 Paris. The website of the Company is www.2mxorganic.com.
Place of listing: France
Legal Entity Identifier (“LEI“) 969500HQ6PWNILD1HE63
The International Securities Identification Number (“ISIN“) of the Market Shares is FR0014000T90 (Mnemonic 2MX) and the ISIN of the Market Warrants is FR0014000TB2 (Mnemonic 2MXBS).
The Prospectus was approved on June 30, 2022 by the Autorité des marchés financiers as the competent authority under number 22-248. Contact details of the AMF are as follows: telephone +33 (0) 1 53 45 60 00, address 17 Place de la Bourse, 75002 Paris, France, www.amf-france.org.
SECTION B – Key Information on the issuer
SECTION B1: Who is the issuer of the securities?
Applicable law: French law.
Business Overview prior to the Contribution
The Company was formed for the purpose of acquiring one or more companies operating businesses, or through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (a “Business Combination“). The Company was formed by Messrs. Xavier Niel, Matthieu Pigasse and Moez-Alexandre Zouari (acting through and on behalf of their controlled affiliated entities NJJ Capital, Combat Holding and Imanes, respectively) (together the “Founders“). The Company focuses on the completion of an Initial Business Combination with one or several target businesses and/or companies with principal operations in the consumer goods industry in Europe with a dedicated focus on sustainability.
The board of directors of the Company (the “Board of Directors“) has approved, by an affirmative vote of the majority of the members composing the Board of Directors, including approval by a two-third majority of the independent members composing the Board of Directors (the “Required Majority“), the contribution in kind by InVivo Group of all the shares it holds in the capital of InVivo Retail and representing 100% of its share capital and voting rights (the “Contributed Shares“) to the benefit of 2MX Organic. It is proposed to remunerate InVivo Group’s Contribution by issung to the benefit of InVivo Group 55,701,278 ordinary shares of a nominal amount of €0.01 each (the “New Ordinary Shares“), to be issued by the 2MX Organic which shall thus increase its share capital by €557,018.78. As a result, InVivo Retail would become a wholly-ownedsubsidiary of 2MX Organic and InVivo Group the controlling shareholder of 2MX Organic (the “Initial Business Combination” or the “Contribution“).
Until the date of this Prospectus, the Company has pursued its activity of seeking targets in view of completing a Business Combination in accordance with the provisions contemplated by its articles of association and the prospectus approved by the AMF on November 27, 2020 under number 20-583 (the “IPO Prospectus“). The business of the Company before the Contribution is described in the Annual Financial Report which is incorporated by reference in this Prospectus.
Business Overview after the Contribution
After the Contribution, the Company will encompass the activities and business of InVivo Retail. Multi-activity,multi-brand and multi-channel, InVivo Retail operates in three BtoC sectors: garden centers, pet care and food retail. With as strong significant player history in plants and pet care, InVivo Retail has also built up a robust food distribution business based on local, organic products.
Major shareholders of the Company before the Contribution
The table below sets forth the allocation of the Company’s share capital as of the date of this Prospectus i.e., prior to the completion of the Contribution and the cancellation of the Market Shares whose redemption will be requested by the holders of Market Shares (the “Dissenting Market Shareholders“) for shareholders holding more than 5% of the share capital or voting rights of the Company:
On a non diluted basis
On a diluted basis(1)
% of share
% of share
Market
capital and
Market
capital and
Shareholders
Founders’ Shares
Shares
voting rights
Founders’ Shares
Shares
voting rights
Imanes
2,499,999
6.67%
2,559,854
5.67%
Palizer(2)
1,800,000
4.80%
2,250,000
4.98%
NJJ Capital
2,499,999
6.67%
2,559,854
5.67%
Combat Holding
2,499,999
6.67%
2,559,854
5.67%
Founders
7,499,997
1,800,000
24.80%
7,679,562
2,250,000
21.98%
JP Morgan Chase & Co
1,890,121
5.04%
Ohter Market Shareholders
26,309,879
70.16%
35,250,000
78.02%
Total
7,499,997
30,000,000
100.00%
7,679,562
37,500,000
100.00%
(1)
(2)
Assuming the conversion of all the Founders’ Shares and Market Shares into Ordinary Shares and the exercise of all the Founders’ Warrants and Market Warrants by their holders
Palizer is an affiliated company of Imanes
Major shareholders of InVivo Retail before the Contribution
As of the date of this Prospectus (i.e. prior to the completion of the Contribution), InVivo Retail is a wholly-owned subsidiary of InVivo Group.
Major shareholders of the Company after the Contribution
The table below sets forth the allocation of the Company’s share capital after the completion of the Contribution resulting in the issuance of 55,701,278 New Ordinary Shares but prior the cancellation of the Market Shares hled by the Dissenting Market Shareholders:
On a non diluted basis
On a diluted basis(1)
Founders’
Market
Ordinay
% of share
Founders’
Market
Ordinay
% of share
Shareholders
Shares
Shares
Shares
capital and
Shares
Shares
Shares
capital and
voting
voting
rights
rights
Imanes
2,499,999
2.68%
2,559,854
2.54%
Palizer(2)
1,800,000
1.93%
2,250,000
2.23%
Sub-total Imanes
2,499,999
1,800,000
4.61%
2,559,854
2,250,000
4.77%
NJJ Capital
2,499,999
2.68%
2,559,854
2.54%
Combat Holding
2,499,999
2.68%
2,559,854
2.54%
Founders
7,499,997
1,800,000
9.98%
7,679,562
2,250,000
9.84%
InVivo Group
55,701,278
59.76%
55,701,278
55.21%
Sub-total concert(3)
7,499,997
1,800,000
55,701,278
69.74%
7,679,562
2,250,000
55,701,278
65.06%
JP Morgan Chase & Co
1,890,121
2.03%
Ohter Market Shareholders
26,309,879
28.23%
35,250,000
34.94%
Total
7,499,997
30,000,000
55,701,278
100.00%
7,679,562
37,500,000
55,701,278
100.00%
Concerted actions and shareholders’ agreement
On the Completion Date of the Contribution, a shareholders’ agreement (the “Shareholders’ Agreement“) will be entered into between InVivo Group and the Founders. The main provisions of the agreement will be published by the AMF in accordance with Article L. 233-11 of the French commercial code as they constitute a common policy (action de concert) between InVivo Group and each of the Founders1. The main provisions of this Shareholders’ Agreement are the following: (i) definition of specific rules for the allocation of seats of the Board of Directors (Article 5.4.1 of the Shareholders’ Agreement), (ii) through their representatives on the Board of Directors, consultation of each other, by setting up a specific recruitment procedure, in the event that the appointment of a new Chief Executive Officer of the Company or Chairman of InVivo Retail should prove necessary (Articles 5. 3 and 6.3 of the Shareholders’ Agreement), (ii) the agreement on specific rules for the adoption of certain decisions by the Board of Directors by a qualified majority (simple majority including the favorable vote of the majority of the Founders) or unanimously, in the latter case recognizing that each of the representatives of InVivo Group and the Founders on the Board of Directors has a right of veto over the adoption of the decision concerned (Article 5.5.5 of the Shareholders’ Agreement). Moreover, under the Shareholders’ Agreement (Article 8.2), the Founders will undertake (which does not constitute per se a common policy) to exercise their voting rights at shareholders’ meeting of the Company, upon InVivo Group’s first request, in order to (i) maintain the percentage of InVivo Group’s shareholding at at least 59,76% of the share capital and voting rights, (ii) insert in the articles of association of the Company, at the end of a two-yearlock-up period for the Company’s shares, double voting rights under the conditions provided under applicable regulations, (iii) to put in place a share buyback program for the Company’s shares up to a limit of 10% for certain transactions described in the Shareholders’ Agreement and (iv) to make any changes in the governance in order to ensure that the consolidation of the Company in the accounts of InVivo Group be carried out using the full consolidation method.
Corporate governance
After the Contribution, the Company’s Board of Directors will be composed of 10 members as follows:
Mr. Thierry Blandinières will be appointed as Chairman of the Board of Directors. Mr. Moez-Alexandre Zouari, current Chief Executive Officer of the Company will remain Chief Executive Officer of the Company after the completion of the Contribution.
Statutory Auditors
Mazars (61, rue Henri Regnault, 92400 Courbevoie, registered with the Trade and Companies Register of Nanterre under number 784 824 153), represented by Mr. Marc Biasibetti and and Grant Thornton (29, rue du Pont, 92200 Neuilly-sur-Seine, registered with the Trade and Companies Register of Nanterre under number 632
013 843), represented by Mr. Laurent Bouby. Ernst & Young Audit (1-2 Place des Saisons, Paris la Défense 1, 92400 Courbevoie, registered with the Trade and Companies Register of Nanterre under number 344 366 315), represented by Mr. Willy Rocher, will be proposed to be appointed as substitute statutory auditor (commissaire aux comptes suppléant) of Mazars at the shareholders’ meeting called to approve the Contribution.
SECTION B2 – What is the key financial information about the issuer?
Breakdown of revenues
year ended September 30,
2021
2020
in million of euros
Garden centres
840.9
821.3
“Other”
26.2
33.8
Total of revenue
867.1
855.2
Free cash flow:corresponds to net cash flows from operating activities after acquisitions and disposals of tangible and intangible assets
year ended September 30,
2021 2020
in million of euros
Adjusted EBITDA: management of InVivo Retail monitors adjusted EBITDA, which corresponds to current operating income plus the elimination of expenses (or income) related to depreciation/ amortisation or impairment (or reversals of depreciation/amortisation or impairment) of fixed assets
year ended September 30,
2021
2020
in million of euros
Current operating income
46.7
15.4
Elimination of expenses (or income)
related to depreciation/amortisation or
impairment (or reversals of
(52.2)
(59.7)
depreciation/amortization or
impairment) of fixed assets
1 The common policy (action de concert) as per the provisions of the Shareholders’ Agreement is between InVivo Group, Xavier Niel, Matthieu Pigasse and Moez-Alexandre Zouari (being specified that Mssr, Xavier Niel, Matthieu Pigasse and Moez-Alexandre Zouari are acting through and on behalf of their controlled affiliated NJJ Capital, Combat Holding and Imanes, respectively).
5
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2MX Organic SA published this content on 30 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2022 17:22:11 UTC.
2MX Organic S A : APPROVAL OF THE PROSPECTUS – Marketscreener.com
