Northwood Investors Makes Tender Offer to Purchase Shares of CéGéREAL S.A.

PARIS, December 17, 2015

Pursuant to Title III of Book II, and more specifically articles 233-1 2° and 234-2 of the AMF General Regulation, NW CGR 4 S.à r.l., limited liability company of Luxembourg law with a share capital of 12,500 euros and having its registered offices at 22 rue Goethe, L-1637 Luxembourg and registered within the trade and companies register of Luxembourg under the number B 200073 and NW CGR 5 S.à r.l., limited liability company of Luxembourg Law with a share capital of 12,500 euros, and having its registered offices at 22 rue Goethe, L-1637 Luxembourg, and registered with the trade and companies register of Luxembourg under the number B 200098 (together being the “Offerors”), acting in concert with the others entities of the Northwood Concert (as defined in the draft information memorandum), have irrevocably committed to the AMF to offer the shareholders of CéGéREAL S.A., French société anonyme with a share capital of 160,470,000 euros, and having its registered offices at 42 rue Bassano, 75008 Paris, France, registered under the number 422 800 029 of the Paris RCS (“CGR” or the “Company”) and of which the shares are admitted for trading on Euronext Paris – Eurolist Compartment B (ISIN FR00103009096, mnemonic code: CGR) to acquire the entirety of their CGR shares, at the unit price of 35.65 euros under the following conditions (the “Offer”).

The Offer targets the entirety of the shares which aren’t held by the Offerors, acting alone or in concert, or by the Company.

Pursuant to article 233-1 2° of the AMF General Regulations, the Offer will be in the form of a simplified public offer.

For further information, please view documents below:

ENGLISH
Maison - press release 
Maison - draft offer document 

FRENCH
Maison - communiqué de presse 
Maison - projet de note d'information