Proposed public tender offer for withdrawal by SMABTP Group for Société de la Tour Eiffel at a price of €8.20 per share

02/04/2026

– Proposed public tender offer for withdrawal by SMABTP Group for Société de la Tour Eiffel at a price of €8.20 per share

 

 

• SMABTP Group, the Company’s majority shareholder, has submitted to the Board of Directors a proposed public tender offer for withdrawal targeting the shares in Société de la Tour Eiffel that it does not hold
• The proposed price of €8.20 per share would be in line with the EPRA Net Tangible Assets (NTA (1)), amounting to €8.16 per share as at 31 December 2025, and represents a premium of 115.2% over the last closing share price before the announcement of the offer (2) and 101.8% over the 60-day volume-weighted average share price
• The offer will be followed by a mandatory squeeze-out targeting all shares in the Company not yet held by SMABTP at the close of the offer, as the conditions for its implementation have already been met
• The Board of Directors of Société de la Tour Eiffel has acknowledged SMABTP’s intention to file a proposed offer
• An ad hoc committee has been formed and Sorgem Evaluation has been appointed as independent expert (3)
• The filing of the offer with the French Financial Markets Authority (AMF) is expected in the coming weeks

 

Key terms and expected timetable of the proposed public tender offer for withdrawal followed by a mandatory squeeze-out

On 1 April 2026, after market close, the Board of Directors received a proposed public tender offer for withdrawal from SMABTP Group (“SMABTP Group” or the “Offeror“), the Company’s majority shareholder holding 95.35% of its share capital and 95.36% of its voting rights, under which the Offeror proposes to acquire from the Company’s shareholders all of their shares for a cash consideration of €8.20 per share.

In connection with this offer, SMABTP Group entered into share purchase agreements on 1 April 2026 with AG Real Estate and Suravenir, representing 0.67% and 0.86% respectively of the Company’s share capital and voting rights.

SMABTP Group has also indicated that it intends to request the implementation of a mandatory squeeze-out procedure following the offer, as the conditions for its implementation have already been met (4).

The filing of the offer with the French Financial Markets Authority (AMF), which will review its compliance, is expected in the coming weeks.

 

Receipt of the proposed offer by the Company

Following a thorough review of the Offeror’s proposal, the Board of Directors, which met on 2 April 2026, acknowledged SMABTP’s intention to file a proposed offer.

In accordance with the provisions of the AMF General Regulation, the Board of Directors has formed, from among its members, an ad hoc Committee composed of independent directors within the meaning of the Middlenext Corporate Governance Code. The Committee is chaired by Ms Bibiane de Cazenove (independent director) and also includes Ms Christine Sonnier (independent director) and Ms Marie Wiedmer-Brouder (independent director).

Sorgem Evaluation, represented by Mr Thomas Hachette, has been appointed by the Board of Directors, on the recommendation of the ad hoc Committee, as independent expert to prepare a report on the fairness of the financial terms of the offer.

The reasoned opinion of the Board of Directors and the independent expert’s report will be made public in due course as part of the Company’s draft response document, the filing of which with the AMF will be the subject of a press release by the Company.

 

(1) EPRA Net Tangible Assets (NTA) corresponding to the Group’s consolidated shareholders’ equity adjusted for certain items described in more detail in the 2025 Universal Registration Document of Société de la Tour Eiffel.

(2) Being 31 March 2026.

(3) The directors affiliated with SMABTP Group did not participate in the vote.

(4) The shares held by minority shareholders represent no more than 10% of the Company’s share capital and voting rights.

 

Disclaimer
This press release has been prepared for information purposes only. It does not constitute an offer to purchase, or a solicitation for the sale of, shares in Société de la Tour Eiffel, in any country, including France. There is no certainty as to the filing of the public tender offer for withdrawal referred to herein, nor as to its opening. The dissemination, publication or distribution of this press release may be subject to specific regulations or restrictions in certain countries. Accordingly, persons in possession of this press release are required to inform themselves of and comply with any applicable local restrictions.

 

CONTACTS

Press relations: Laetitia Baudon – Consulting Director, Agence Shan – Tel.: +33 6 16 39 76 88 – laetitia.baudon@shan.fr
Investor relations: Aliénor Kuentz – Consulting Director, Agence Shan – Tel.: +33 6 28 81 30 83 – alienor.kuentz@shan.fr