The AMF orders DANAE GROUP to file a draft takeover bid for ENTREPRENDRE shares

Key dates

Within 4 Deadline

6 weeks of triggering event; - Danae Group must file draft takeover bid (practice standard; exact trigger date not specified in publication)

10 trading days from offer period start Deadline

- AMF reviews draft for compliance and issues visa (extendable if appraiser or works council involved, min. 5 trading days post-target reply)

Pre

offer period (post-announcement); - Strict trading rules apply; offeror may acquire shares until opening, with restrictions

Offer period

- From AMF filing notice to results publication; minimum success threshold 50% (waivable by AMF)

Suggested considerations

• File draft takeover bid immediately: Submit to AMF with price details (highest 12-month price, cash only), intent on squeeze-out, and supporting documents.
• Appoint independent appraiser: Mandatory if squeeze-out planned; fairness statement required.
• Inform AMF and publish: Disclose filing; adhere to trading restrictions during pre-offer/offer periods.
• Prepare target response: Entreprendre to file draft reply document, potentially involving works council.
• Monitor thresholds: Ongoing vigilance for 30% voting rights or 1% 12-month crossings by any party.
• Due diligence compliance: Target must provide equal info to bona fide competitors if requested.

What changed

No new regulatory changes are introduced; this is an enforcement decision applying existing AMF rules on mandatory takeover bids under the General Regulation (RGAMF), particularly Articles 234-2 et seq. Key requirements include: filing a draft offer with the AMF for compliance review within 10 trading days; mandatory cash offers at the highest price paid by the offeror (alone or in concert) in the prior 12 months; adherence to principles of free play of bids, equal treatment, transparency, market integrity, fairness, and competition. Exemptions are limited (e.g., >50% pre-existing control, bankruptcy scenarios per Articles 234-7/234-9 RGAMF).

Who is affected

• Danae Group
• Persons acting in concert with Danae Group
• Entreprendre (target company)
• Shareholders and investors in Entreprendre
• Listed companies/issuers on Euronext or Euronext Growth
• Advisors (legal, financial)
• out if intended.

Related regulations

• guides/cms-expert-guide-to-public-takeovers/france1.
• AMF's public offer preparation page confirms draft submission and principles enforcement
• Baker McKenzie Global M&A Guide notes 4-6 week filing practice post-trigger
• public-ma-guide/europe-middle-east-and-africa/france/topics/effecting-a-takeover4.
• ICLG M&A 2025-2026 highlights mandatory announcements for price-impacting transactions
• areas/mergers-and-acquisitions-laws-and-regulations/france5.