On March 4, 2025, Alyrick, a joint entity controlled by Midelco and Alychlo, finalized a binding purchase agreement to acquire an 18.24 percent stake in Smartphoto Group NV.
Following this acquisition, Alyrick will launch a mandatory takeover bid for the remaining shares, potentially leading to a simplified squeeze-out bid.
Alyrick was established as a bidding vehicle by Midelco, owned by Philippe Vlerick, and Alychlo, controlled by Marc Coucke. At its inception, Alyrick, Midelco, and Alychlo jointly held 28.85 percent of Smartphoto's shares.
Subsequently, Alyrick acquired 719,000 additional shares from Shopinvest NV and De Vleterbeek NV at 27.50 euros per share, bringing its total stake to 47.09 percent. Exceeding the 30 percent threshold triggered a mandatory public takeover bid for all remaining shares.
The takeover bid will be executed at 28.50 euros per share, representing a 46.15 percent premium over Smartphoto’s closing price on March 3, 2025. The bid does not include Smartphoto’s treasury shares (11.77%) or shares held by Cecan NV (6.85%), as they are affiliated with Alyrick. Additionally, Isarick NV, which owns 0.32 percent of Smartphoto, is acting in concert with Alyrick.
Shareholders who accept the offer may receive additional compensation if, before December 31, 2026, at least 20 percent of Smartphoto’s shares are resold to a third party at a higher price. In such a scenario, 90 percent of the price difference would be distributed to participating shareholders. However, Alyrick considers this outcome unlikely.
The bid will be unconditional and, after the initial offer period, may be reopened as a simplified squeeze-out bid. The proposed offer remains subject to approval by Belgium’s Financial Services and Markets Authority (FSMA).
