said March 31 that it isgoing forward with the proposed merger with an entity jointly owned by Caissedes Dépôts, or CDC, and Groupama.
Icade'sboard of directors approved the merger on March 30, and the company has filed adocument with the French financial authority describing the merger.
Theentity's sole asset is a 52% stake in Icade with no liabilities, as previously. CDC owns a75% stake in the entity while Groupama has a 25% holding through Groupama GanVie.
Themerger will be put to a shareholder vote at the company's annual generalmeeting to be held on May 23. It is subject to the approval from authorities,including the French commission of holdings and transfers and the taxlegislation department, as the merger would lead to Icade no longer beingcontrolled by the public sector.
Followingthe merger, CDC will become Icade's largest shareholder with a 39% stake,according a previous update.CDC and Groupama will sign a new shareholder agreement for a maximum period of15 years, effective from the date of completion of the merger. Icade's board ofdirectors will consist of 15 members, with seven to be nominated by CDC, andthree appointments by Groupama, with the remaining five being independentdirectors. Accordingly, the appointments of Florence Peronnau, Georges Ralliand Frédéric Thomas as independent directors will be proposed at the annualgeneral meeting, along with the reappointment of three directors. The boardwill be chaired by independent director André Martinez.
Thecompany said the merger will benefit its shareholders as it will result in asimplified shareholding structure and improved governance. It will not bedilutive to Icade's shareholders.
Additionally,the independent auditors of the merger have released reports confirming thatthe proposed exchange ratio is fair and that the contributed net assets are notovervalued, Icade said in a release.