Joint press release (OL Groupe, Holnest, IDG Capital, Pathé, Eagle Football)

Lyon, October 24, 2022 – 8.00 am

As previously indicated by OL Groupe, Eagle Football Holdings LLC, controlled by Mr. John Textor, has committed to acquire[1] 39,201,514 shares issued by OL Groupe at a price of €3 per share and 789,824 OSRANEs issued by OL Groupe at a price of €265.57 per OSRANE to its main historical shareholders (Pathé, IDG Capital and Holnest). Eagle Football has also undertaken to subscribe, subject to the completion of the aforementioned acquisitions, to a reserved capital increase of OL Groupe for a total amount of €86 million. This capital increase has been approved by the shareholders' meeting dated July 29, 2022. Following these transactions, Eagle Football will have to file, on behalf of the concert formed with Holnest, a tender offer for the shares and OSRANEs not yet held by the concert at a price of €3 per share and €265.57 per OSRANE.

The undertakings from Eagle Football are not subject to any financing conditions.

On September 30, 2022, Eagle Football indicated that a preliminary agreement had been entered into between Eagle Football and its main financial partners regarding the main terms of a financing for the completion of the transaction. At the same time, the discussions with the lenders of the Olympique Lyonnais group to confirm that all of the group's financing arrangements shall remain in place were well advanced, subject notably a partial early repayment of the bank debt amounting approximately to €50 million. As of the same date, the documentation relating to the financing of the transaction had yet to be finalized, and certain technical steps had yet to be implemented. Therefore the parties decided, on September 30, 2022 to postpone the closing date of the transaction to October 21, 2022.

As of the date hereof, substantial progress has been made on all steps required to close the transaction.

With regard to the Olympique Lyonnais group indebtedness, Eagle Football, the sellers and OL Groupe have worked together to secure all necessary consents from the lenders of the Olympique Lyonnais group and can now report that all lenders have approved their waivers[2], with effect as from closing.

With regard to the financing of the transaction, Eagle Football has informed OL Groupe that advanced discussions with the identified sources of all debt and equity investors supporting the transaction are ongoing. However, this financing remains subject to the finalization by Eagle Football of the long form documentation, additional customary approvals (including by the football governing bodies) and internal compliance verification process of the lenders to the Olympique Lyonnais group. Therefore, such transaction could not be completed by October 21, 2022. 

Pathé, IDG Capital and Holnest, OL Groupe and Eagle Football have agreed (i) to set the new closing date for completing the transaction on 17 November 2022 and (ii) on interim key milestones for signing of the debt and equity financing final documentation (triggering termination right (notwithstanding any other remedy) for the benefit of Pathé, IDG, Holnest and OL Groupe if any of the relevant interim milestone is not met).

^[1] Directly or through an affiliate (“Eagle Football”).

^[2] As indicated above, subject notably a partial early repayment of the bank debt amounting approximately to €50 million.