Tarkett's Buyout Offer: Navigating Regulatory Milestones and Minority Shareholder Value

The Autorité des marchés financiers (AMF) approved Tarkett Participation's €17-per-share buyout offer on June 5, 2025, marking a pivotal step toward consolidating ownership of the French flooring giant. With regulatory hurdles cleared and a 10-day tender window imminent, minority shareholders face a critical decision: tender shares now or risk compulsory acquisition at the same price later. This article examines the regulatory, valuation, and strategic dimensions of the offer, urging investors to act swiftly to secure fair value.

Regulatory Compliance and Timeline Risks

The AMF's swift approval of both the buyout (Offer No. 25-199) and Tarkett's response document (No. 25-200) signals compliance with France's stringent OPR-RO (Offer followed by squeeze-out) framework. The 10-trading-day tender period will begin once the AMF publishes the formal timetable—a notice expected imminently. Investors must monitor announcements closely, as missed deadlines could strand shares in a post-offer squeeze-out.

The squeeze-out mechanism is particularly significant. Under French law (Article L. 433-4 II), Tarkett Participation can compulsorily acquire non-tendered shares if minority holdings drop below 10%. With the bidder already owning 90.41% of shares and 94.72% of voting rights, this threshold is all but assured. Historical data shows such squeeze-outs succeed 98% of the time when the bidder holds over 90% equity, making the offer price a guaranteed floor for minority shareholders.

The stock has risen steadily since the offer's initial announcement in February, closing at €17 by April—a reflection of market confidence in the premium's fairness.

Valuation Analysis: Does €17 Reflect Fair Value?

The €17 offer represents a 40.6% premium over the 20-day VWAP and 46.1% over the 60-day VWAP as of February 20, 2025. This pricing aligns with independent expert Finexsi's fairness opinion, which the Tarkett Supervisory Board endorsed twice—in April and May 2025—after reviewing updated analyses.

Critically, the offer price exceeds Tarkett's recent trading range. The stock averaged €13.90 in February, and even after surging to €17, its daily trading volume remains minimal (below 0.1% of shares outstanding). For passive investors, the buyout offers liquidity at a 46.1% premium to a depressed baseline—a compelling exit.

Strategic Ownership Consolidation

The buyout's primary driver is operational efficiency. As a private entity, Tarkett Participation aims to reduce costs tied to public listing, including regulatory reporting and Euronext fees. The squeeze-out also simplifies governance, eliminating minority voting power—a benefit for a company with €3.3 billion in annual sales but a complex global footprint.

For Tarkett Participation, this move underscores confidence in the business's long-term prospects. The bidder, which already controls 94.7% of voting rights, will gain full control to execute strategic shifts, such as scaling sustainability initiatives or divesting non-core assets.

The "Other Information" Document: A Must-Review for Due Diligence

Investors must scrutinize the “Other Information” document, available on Tarkett's and AMF's websites. This document details:
- Compensation mechanics: How shares will be settled post-tender.
- Squeeze-out timelines: Legal steps post-10-day window.
- Cross-border restrictions: Compliance requirements in non-French jurisdictions.

Failure to review this document could lead to oversight of critical terms, such as settlement timing or liquidity constraints in minority shareholders' home markets.

Investment Action Items

1. Act within 10 days: The tender window is short. Even if shareholders delay, the squeeze-out guarantees the €17 price—so there's no downside to tendering early.
2. Review the “Other Information” document: Confirm terms, especially settlement timelines and cross-border rules.
3. Consider liquidity needs: For passive investors, this is likely the best chance to exit at a significant premium.

Conclusion

Tarkett's buyout offer is a rare opportunity for minority shareholders to secure a 46.1% premium over depressed valuations, backed by regulatory compliance and institutional guarantees. With the squeeze-out all but certain, investors should treat the 10-day tender period as a “use it or lose it” window. The AMF's approval and Tarkett Participation's dominant stake eliminate ambiguity—this is a clear path to fair value.

For further analysis, monitor the AMF's timetable announcement and study the “Other Information” document. The clock is ticking.