Tarkett Participation's Strategic Move: A Transparent Buy-Out and the Clock is Ticking

The flooring giant Tarkett is on the brink of a major corporate consolidation, with its majority shareholder, Tarkett Participation, launching a €17-per-share buy-out offer. Backed by robust regulatory compliance and a meticulously detailed “Other Information” document, the offer underscores a strategic push to streamline governance and exit the public markets. For shareholders, the stakes are clear: act within the 10-day window or risk being squeezed out at the same price. Here's why the clock is ticking—and why transparency matters.

The Role of the “Other Information” Document: A Compliance Masterstroke

At the heart of this transaction is the “Other Information” document, filed with France's financial regulator, the Autorité des Marchés Financiers (AMF), on June 6, 2025. This document, compliant with Article 231-28 of the AMF's regulations, serves as the bedrock of transparency. It discloses every detail about the Offeror (Tarkett Participation) and the Company (Tarkett), including:
- Financial Backing: Irrevocable guarantees from banks like BNP Paribas, Crédit Agricole, and Société Générale, ensuring the Offeror can honor its €17-per-share pledge.
- Legal Structure: The squeeze-out mechanism under French law (Article L. 433-4, II), which mandates compensation at the offer price for non-tendered shares.
- Shareholder Protections: Independent fairness opinions from Finexsi and the Ad Hoc Committee, reaffirmed by Tarkett's Supervisory Board on May 22, 2025.

By making this document publicly accessible—and emphasizing its compliance with AMF rulings (clearance numbers 25-199 and 25-200)—Tarkett Participation has eliminated ambiguity. Shareholders can now verify the Offer's terms, financial viability, and regulatory rigor without guesswork. This transparency is critical in a transaction where minority shareholders hold just 9.59% of shares, leaving little room for doubt.

Why the 10-Day Window Matters: Time is a Strategic Weapon

The buy-out offer is open for only 10 trading days, after which the squeeze-out mechanism kicks in. Here's the calculus for shareholders:
1. Act Now, or Accept Later: Minority shareholders who don't tender their shares by the deadline will be compulsorily acquired at €17 per share. There is no penalty for waiting—but no upside either.
2. Risk of Undervaluation: Post-squeeze-out, Tarkett will delist from Euronext Paris, eliminating public-market liquidity. The €17 price, already a 40.6% premium over the 20-day VWAP, offers a safe exit point. Historical data shows a 98% success rate for squeeze-outs in France when the Offeror holds over 90% of shares.
3. Regulatory Safeguards: The AMF's oversight ensures the Offer meets fairness standards. Minority shareholders are protected from predatory tactics, but not from missing the window.

This data reinforces that shareholders who wait are likely to end up with the same outcome—and lose their voting rights in the process.

Strategic Consolidation: Why Tarkett Participation is Moving Now

The Offer isn't just about shareholder consolidation—it's about operational efficiency. Tarkett Participation already owns 90.41% of the company, but maintaining a public listing incurs costs: regulatory compliance, Euronext fees, and investor relations. Delisting will free up capital for R&D and growth initiatives, particularly in sustainable materials—a key pillar of Tarkett's HumanConscious Design® strategy.

Moreover, the Offer's structure is shareholder-friendly:
- No Discount Risk: The squeeze-out price matches the tender offer, eliminating concerns about being “left behind.”
- Bank Guarantees: The financial institutions backing the Offer ensure no execution risk.

For investors, this is a rare opportunity to cash out at a premium or ride the transition to private ownership. The latter may appeal to long-term holders who believe in Tarkett's circular-economy model, but they must weigh the loss of liquidity.

Investment Advice: Act Before the Clock Runs Out

1. Sell Now, Take the Premium: For liquidity-focused investors, the Offer is a no-brainer. The €17 price is a 46.1% premium over the 60-day VWAP, and there's no downside to accepting.
2. Wait at Your Own Risk: Minority shareholders who hold out risk losing their voting rights without gaining any premium upside. The squeeze-out is a fait accompli if the Offer meets thresholds.
3. Monitor Regulatory Updates: Check the AMF's timetable announcement closely—the Offer's start date hinges on this.

This chart highlights how the Offer price eclipses recent trading ranges, underscoring its attractiveness.

Final Analysis: A Win-Win for Transparency and Strategy

Tarkett Participation's Offer is a masterclass in regulatory compliance and shareholder communication. By leveraging the “Other Information” document to preempt concerns, the company has turned a complex squeeze-out into a low-risk liquidity event. For shareholders, the message is clear: act decisively within the 10-day window, or face a forced exit at the same price with no control over the outcome.

In an era where corporate transparency is non-negotiable, Tarkett's move sets a template for future consolidations. For now, the clock is ticking—and shareholders must choose whether to lead or follow.