Published on 5 February 2025
Press release

DEROGATION TAKEOVER LAW: Iris Financial S.A. (renamed Younited Financial S.A.) – ISIN: KYG7552D1354

Press release 25/03

In the context of the business combination between Iris Financial S.A. (“Iris SPAC”) and Younited S.A. (“Younited”), the CSSF granted, on 5 February 2025, pursuant to Article 4 (5) of the Law of 19 May 2006 on takeover bids (“Takeover Law“), a derogation regarding the requirement of Article 5 (1) of the Takeover Law to launch a takeover bid for the shares of Iris SPAC. This derogation was granted to the persons listed here below as persons who were acting in concert in the context of the business combination and acquired temporarily the control of Iris SPAC as a result of their subscription of newly issued shares as at 20 December 2024 in the context of the consummation of the business combination between Iris SPAC and Younited.

Taking into account the transparency in relation to the business combination transaction between Iris SPAC and Younited and the related undertakings, the possibility for the shareholders of Iris SPAC to make an informed decision as regards the business combination, in particular in the context of the extraordinary general meetings of shareholders of Iris SPAC to which the business combination was submitted for approval, the possibility of an unlimited exit for the shareholders, and the temporary nature of the acting in concert between the parties identified here below, the CSSF considers that the interests of the minority shareholders of Iris SPAC were sufficiently protected in the context of the aforementioned business combination without the application of the provisions of Article 5 (1) of the Takeover Law.

Persons to whom the derogation was granted:

  1. Ripplewood Holdings I LLC; Ripplewood Advisors LLC; CFP Holdings, LLC; Timothy C. Collins 2003 Descendants’ Trust; Timothy C. Collins 1999 Trust; Timothy C. Collins;
  2. Dalio Family Fund, Inc.;
  3. DFTJV, LLC; Marino Management, LLC;
  4. SRP Management LLC; Robert Prince and Sharon Prince;
  5. OTMT Malta Investments 1 Ltd; ONS investments S.à r.l.; March Capital Investments S.à r.l.; Onsi Naguib Onsi Sawiris;
  6. EMS EC Investments LP; EMS Capital LP; Edmond Safra;
  7. Stanley S. Shuman Revocable Trust; Stanley S. Shuman;
  8. Legendre Holding 34; Eurazeo Growth Secondary Fund SCSp; Eurazeo Funds Management Luxembourg SA; Eurazeo Growth Fund III SLP; FCPR Idinvest Entrepreneurs Club; Aries Eurazeo Fund; Eurazeo Global Investor SAS; Eurazeo SE;
  9. Bpifrance Participations; Bpifrance;
  10. WSGG Holding S.a.r.l; WSGG OFFSHORE INVESTMENTS, SLP; WEST STREET GLOBAL GROWTH PARTNERS ADVISORS S.A.R.L.; West Street Private Markets 2021, LP; WEST STREET PRIVATE MARKETS 2021 ADVISORS, L.L.C.; GLQ International Partners LP; WSGGP Emp Onshore Investments, LP; WSGGP Emp Offshore Investments, LP; BRIDGE STREET OPPORTUNITY ADVISORS L.L.C; Goldman Sachs & Co. LLC., Goldman Sachs Group, Inc.; and
  11. Rhea Holding SAS; Bridgepoint Europe VI FPCI; Bridgepoint Europe VI Investments (2) S.à.r.l; BE VI Nominees Limited.

Luxembourg, 5 February 2025