Tel Aviv, Israel-based MyHeritage, a platform for discovering family history, announced today that it has signed agreements to acquire 90.91 per cent of the share capital and 89.11 per cent of the voting rights of France-based Filae, a family history service platform.
Filae is an online portal dedicated to family and identity searching. The company has 3 Internet sites, Notrefamille.com (family environment), Genealogie.com (reference service for French-speaking genealogists), and Cadeaux.com (on-line sales of personalised gifts).
The acquisition of shares by MyHeritage was made through TreeHouse Junior Limited, a parent company in the MyHeritage group.
Under these agreements, MyHeritage acquires all shares of Filae held by Geneanet and Trudaine Participations – a total of 710,782 Filae shares representing 43.08 per cent of the share capital and 42.23 per cent of the voting rights of Filae, at a price of €20.75 per share,
In addition, MyHeritage will also acquire shares of the founders and historical shareholders of Filae, including its founder and CEO Toussaint Roze, i.e., a total of 789,161 Filae shares, representing 47.83 per cent of the share capital and 46.88 per cent of the voting rights of Filae, at a price of €20 per share.
With these two operations, MyHeritage will hold 90.91 per cent of the share capital and 89.11 per cent of the voting rights of Filae. And with the contemplated cancellation by Filae of its 55,321 treasury shares, these percentages will increase to 94.06 per cent in share capital and to 92.13 per cent in voting rights.
Filae in brief
Founded in 1994, Filae was formerly known as NotreFamille.com and Genealogie.com. It was renamed Filae in 2016. Created by Toussaint Roze, Filae is based in Paris and has more than 15 employees.
With the help of legislative advances in terms of Open Data and the reuse of public archives, the company claims to make genealogical research easier and more accessible. With its big data platform coupled with algorithms via machine learning, Filae allows internet users to easily build their family tree from exclusive digital archives, transcribed, and indexed in a single search engine.
It is a discovery platform for exploring family history. MyHeritage allows users to discover their past and empower their future. MyHeritage DNA claims to be one of the world’s largest consumer DNA databases, with more than 5 million customers. In addition, the company also offers AI technologies for enhancing and colourising historical photos.
Founded in 2003, MyHeritage has developed a family history platform. Currently, it is used by 90 million registered users worldwide and is available in 42 languages. MyHeritage users have collectively created millions of family trees, as the platform offers a collection of nearly 14 billion historical records.
Aim of this acquisition
Following the development, the exclusive historical record collections offered by Filae will be made accessible to MyHeritage users. And as for Filae, MyHeritage’s resources and technologies will help them accelerate the digitisation and indexing of additional historical record collections, which will be made accessible to users of both platforms.
With this acquisition, Filae will remain a French company and will continue to operate autonomously. Filae’s founder, Toussaint Roze, will continue to manage the company, and its operations will continue uninterrupted. The scope of services available to current subscribers on Filae will remain unchanged and special benefits will soon be introduced to its members.
Speaking about the acquisition, Gilad Japhet, Founder and CEO of MyHeritage, says, “Our plan is to maintain Filae’s independence and existing team, and strengthen it. French genealogists have much to gain from this combination, which brings together MyHeritage’s resources, its powerful matching technologies, and Filae’s extensive historical archives and its expertise in French genealogy. The acquisition of Filae is a significant step for MyHeritage that builds on a longstanding relationship of trust and mutual respect.”
What to expect next…
MyHeritage, through parent company TreeHouse Junior Limited, will file a simplified mandatory takeover bid for the remaining Filae shares, at a price per share of €20.75, followed by a “squeeze-out”. Squeeze out implies the compulsory acquisition of equity shares of a company from the minority shareholders of that company through fair cash compensation.
Subsequently, Filae will be delisted from the French stock exchange. At the same time, Trudaine Participations will file an application to the Autorité des Marchés Financiers (AMF – French stock market authority) to note that its takeover bid filed on February 9, 2021 has become purposeless within the meaning of Article 232-11 of the AMF’s general regulations.
In the coming days, Filae will redeem its two categories of convertible bonds for a total amount of €2.3M to be drawn from its available cash.