SILIC - Merger of Silic into Icade

PR Newswire/Les Echos/ 
Press release 
Paris, 15 October 2013 
                       Merger of Silic into Icade 
On 15 October 2013, the respective boards of directors of Icade and its 93.26%
owned subsidiary, Silic, approved the terms and conditions of the merger of
Silic into Icade. This merger is consistent with the group's strategy 
consisting in simplifying its structure and holding of its real estate assets 
and optimizing the group's operating costs, in particular by rationalizing the 
costs linked to Silic's status as a listed company. Further to the highly 
successful tender offer for Silic, this merger is the last step of the 
combination project between Icade and Silic which was launched on 13 December 
2011. 
Similarly to the tender offer, the exchange ratio will be five (5) Icade shares
to four (4) Silic shares. In accordance with applicable regulations, there 
shall be no exchange of Silic shares held by Icade or exchange of treasury 
shares held by Silic which will be automatically cancelled on the completion 
date of the merger. 
Given the number of new Icade shares to be issued, which represents less than
10% of its share capital, Icade will publish later a press release providing 
the terms and conditions of the merger, in accordance with the provisions of 
article 12 of the AMF No 2005-11 instruction, as amended. 
By orders dated 26 August and 25 September 2013, the President of the 
commercial Court of Paris appointed Mr William Nahum, Mr Jean-Philippe Bertin 
and Mr Joseph Zorgniotti as merger and contribution appraisers, in accordance 
with articles L. 236-10 and L. 228-101 of the Commercial code, with the 
following mission: 
- examining the conditions of the merger;
- assessing the value of the contributions in kind and, as the case may be, the
  particular benefits which would be granted and to check that (i) the relative
  values of the shares in Icade and Silic are appropriate and (ii) the exchange
  ratio for the merger is fair;
- assessing the number of Icade shares to which the securities issued by Silic
  and giving access to the share capital of Silic will give right to; and
- drafting the reports, including the statements required by applicable
  regulations, that will be available to the shareholders of Icade and Silic in
  accordance with applicable law and regulations. 
The merger will become effective, from a legal, accounting and tax point of 
view on 31 December 2013. Therefore, in accordance with the CU CNC No 2005-C 
opinion, the terms and conditions of the merger were established on the basis 
of the estimated financial accounts of Silic as at 31 December 2013. 
The completion of the merger will be subject to the Autorité des marchés
financiers confirming that Icade is not required to file a buyout offer in
respect of the Silic shares. 
In addition, the merger will be subject to the approval of the shareholders of
both Icade and Silic at their respective extraordinary general meetings to be
held on 20 December 2013. Both the agenda and proposed resolutions to be 
adopted at such meetings will soon be published in the Bulletin d'Annonces 
Légales Obligatoires. 
Finally, the holders of Silic ORNANEs will also be consulted as part of the
merger transaction in accordance with applicable regulations and under the
conditions described in the merger agreement. 
About Icade 
A listed real estate investment company and subsidiary of the Caisse des
Dépôts, Icade is a major player in Greater Paris and regional development
capable of providing comprehensive, sustainable and innovative solutions that
are tailored to customer needs and the challenges of tomorrow's cities. 
The text of this press release is available on Icade's website: www.icade.fr 
About Silic 
Founded nearly 40 years ago and owner of a property portfolio comprising more
than 1,224,000 m2 of office space and mixed-use buildings in the Paris Region,
Silic is one of France's largest corporate real estate firms. 
The text of this press release is available on Icade's website: www.silic.fr 
Icade contacts  
Nathalie Palladitcheff
Member of the Executive Board, in charge of finance, 
legal matters and IT and of the property services division 
+33 (0)1 41 57 72 60
nathalie.palladitcheff@icade.fr  
Julien Goubault
Deputy Chief Financial Officer, in charge of 
financing, corporate and investor relations
+33 (0)1 41 57 71 50
julien.goubault@icade.fr  
Silic contact  
Bruno Meyer
Deputy managing director
+ 33 (0)1 41 45 79 65
bmeyer@silic.fr 
                  
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-0- Oct/16/2013 07:21 GMT
 
 
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