14.06.2023

We have prepared an opinion on the terms of the share tender offer

The Baker Tilly TPA team has prepared a fairness opinion on the fair value of the shares regarding the tender offer for ZPC Otmuchów shares.

Fairness Opinion is an independent opinion on the financial terms of a transaction. The opinion prepared by Baker Tilly TPA addressed the tender offer for ZPC Otmuchów shares announced by the Kervan Gida Group.

“The opinion we prepared supported management and investors in their understanding of the share purchase offering. In the published document, we stated that the price proposed by the offeror does not correspond to the fair value of the company’s shares,” said Tomasz Manowiec, Director, Corporate Finance, Baker Tilly TPA.

Fairness Opinion is a standard document for large transactions or transactions that affect minority shareholders. A fairness opinion is also recommended in the case of a public tender offer for shares, in accordance with Article 80 of the Polish  Act on Public Offerings, and in other situations in which it is crucial to maintain the highest standards of corporate governance. In the case of a tender offer for the sale of shares in a public company, the law requires the management board to present an opinion on whether, in their view, the price proposed in the tender offer corresponds to the company’s fair value, with the existing listing on the regulated market not being the sole measure of that value.

The Otmuchów Group is one of Poland’s leading manufacturers of sweets, including mainly jellies, chocolate candies, halva, chocolate-covered marshmallows, candy bars and savory snacks. Since 2010, the company has been listed at the Warsaw Stock Exchange. As of June 2021, the Otmuchów Group is part of the global conglomerate Kervan Gida, the strategic investor.

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