Satisfaction of the Final Conditions to the Transaction with Eagle Football

10 Dec 2022 18:35 CET

Lyon, December 10, 2022

It is recalled that Eagle Football Holdings LLC[1], controlled by Mr. John Textor, has committed to acquire 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 - hereafter designated as the "Sellers"). The share purchase agreement is firm and unconditional; in particular, there are no conditions relating to the financing of the transaction or to third-party consents.

Eagle Football has also undertaken to subscribe, subject to the completion of these acquisitions, to a reserved capital increase of OL Groupe for a total amount of €86 million (the transactions described above are hereafter designated as the "Transaction"). This capital increase has been approved by the shareholders' meeting of July 29, 2022.

As regards the debt of the Olympique Lyonnais group, it is recalled that all the lenders of the Olympique Lyonnais group have given their consent to the transaction ("waivers")[2].

Following the last press release of December 8, 2022, Eagle has now confirmed that all consents that were necessary have been obtained, and related agreements signed, so that all conditions have been satisfied to complete the Transaction.

Eagle and its financing sources, as well as the Sellers and OL Groupe, are now ready to launch the closing process.

Taking into account mechanical delays inherent to this type of process, such closing should take place on December 19, 2022.

The Company will publish a press release as soon as the closing shall have taken place.

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

[2] Subject notably to a partial early repayment of the bank debt amounting approximately to €50 million

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