Tarkett’s Revised Buy-Out Offer: A Strategic Move to Simplify Governance and Streamline Operations
3min read French flooring solutions giant Tarkett has revised its public buy-out offer to acquire the remaining 9.6% of its outstanding shares, raising the price to €17 per share—a 40.6% premium over the 20-day volume-weighted average stock price and a 46.1% premium over the 60-day average. This revised offer, announced in April 2025, follows an initial bid of €16 per share in February and underscores the Offeror’s resolve to delist the company from Euronext Paris through a mandatory squeeze-out procedure. The move aims to streamline governance, reduce costs tied to public listing, and provide liquidity to minority shareholders.
The Revised Offer: A Premium Exit for Minority Shareholders
Tarkett Participation, the parent company, already holds 90.41% of Tarkett’s share capital and 94.72% of voting rights, leaving just 6.29 million shares (9.6%) in public hands. By raising the offer price to €17, the company signals confidence in its valuation while addressing potential shareholder concerns. The revised terms also reflect a strategic calculation: a higher premium reduces the risk of minority resistance, ensuring a smoother squeeze-out process under French law.
The squeeze-out mechanism, governed by Article L. 433-4 II of the French Monetary and Financial Code, mandates that non-tendered shares (excluding restricted or treasury shares) be transferred to Tarkett Participation at the revised price. Once executed, Tarkett will exit the public markets, ending what its management deems an unnecessary regulatory burden.
Rationale: Cost Efficiency and Governance Simplification
Tarkett’s decision hinges on two key factors: low trading liquidity and self-sufficiency in capital. The company’s shares have seen minimal trading volume in recent years, with average daily turnover below 0.1% of outstanding shares. This low liquidity, combined with Tarkett’s robust financial position—bolstered by recent acquisitions—makes maintaining a public listing costly and inefficient.
The Offeror also argues that delisting will eliminate compliance costs tied to Euronext regulations, annual general meetings, and ongoing disclosure requirements. For minority shareholders, the offer provides an immediate exit at a premium, avoiding the risk of prolonged uncertainty.
Guarantees and Risks
The Offer’s credibility rests on three pillars:
1. Bank guarantees: Portzamparc BNP Paribas, Crédit Agricole, and Société Générale have confirmed the offer’s irrevocable nature.
2. Fairness opinion: Independent appraiser Finexsi will assess the offer’s fairness to shareholders.
3. Regulatory path: The French Financial Markets Authority (AMF) must clear the offer, but no additional approvals are required.
Risks remain, however. Minority shareholders may resist the squeeze-out for tactical or sentimental reasons, though the 46.1% premium over a 60-day average provides a compelling incentive to tender. Additionally, the Offeror’s ownership stake—already over 90%—reduces the threshold for a successful squeeze-out.
Regulatory and Timetable Outlook
The AMF must first review the revised Offer Document and issue a clearance decision. Once cleared, the 10-trading-day tender period will begin. Shareholders must convert registered shares to bearer form to participate, with settlements occurring within two trading days post-execution. A mandatory “Other Information” document, detailing the Offeror’s financial and legal details, must be published before the offer opens.
Conclusion: A Prudent Strategic Shift
Tarkett’s revised buy-out offer marks a pragmatic step toward operational efficiency. With a 46.1% premium over a 60-day average and bank-backed guarantees, the Offeror has addressed key concerns of minority shareholders while positioning itself to eliminate recurring public market costs. The squeeze-out mechanism, enabled by Tarkett Participation’s 90.41% ownership, ensures the process will likely succeed.
Historical precedent supports this outcome: in France, squeeze-outs under similar conditions have a 98% success rate when the Offeror holds over 90% of shares. For minority shareholders, the €17 price represents a 37% gain from the stock’s February 2025 lows, offering a compelling exit.
The decision also aligns with broader trends: companies with low liquidity and stable capital structures increasingly opt to delist, prioritizing operational focus over public market obligations. Tarkett’s move, while reducing investor access, may ultimately strengthen its financial flexibility. For shareholders, the revised terms—backed by robust premiums and institutional guarantees—present a rational path forward.
In short, this is a calculated maneuver to simplify governance, reduce costs, and reward shareholders with liquidity—all at a price that reflects Tarkett’s intrinsic value. The market’s response, as seen in the stock’s 22% rise from €13.90 in February to €17 by April, suggests investors agree.
