MyHeritage to Acquire 90% of Filae

After completion of the acquisition, MyHeritage will file a simplified mandatory takeover bid followed by a squeeze-out at the price of €20.75 per Filae share

MyHeritage, the leading global service for discovering your past and empowering your future, announced today that it has signed agreements to acquire 90.91% of the share capital and 89.11% of the voting rights of Filae, a leading family history service in France, through TreeHouse Junior Limited, a parent company in the MyHeritage group.

Under the terms of these agreements, MyHeritage acquires all shares of Filae held by Geneanet and Trudaine Participations, i.e., a total of 710,782 Filae shares representing 43.08% of the share capital and 42.23% of the voting rights of Filae, at a price of 20.75 € per share, and 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% of the share capital and 46.88% of the voting rights of Filae, at a price of 20 € per share.

Following these two operations, MyHeritage will hold 90.91% of the share capital and 89.11% of the voting rights of Filae. With the contemplated cancellation by Filae of its 55,321 treasury shares, these percentages will increase to 94.06% in share capital and to 92.13% in voting rights.

The announcement marks the dawn of a new era for French genealogy that will leverage Filae’s expertise in French historical records and MyHeritage’s cutting-edge technologies and global reach. This marks the 12^th acquisition by MyHeritage and reinforces the company’s position as the leading family history service in Europe.

Founded in 1994, formerly known as NotreFamille.com and Genealogie.com and renamed Filae.com in 2016, the company is dedicated to making genealogical research easier and more accessible through innovative technologies and exclusive collections of digitized and transcribed historical records from France. The underlying values of ease of use, accessibility, and innovation, coupled with a deep passion for genealogical content, have served as the foundation for the ongoing relationship between MyHeritage and Filae. Both companies’ founders saw a combination as the natural next step in this relationship.

Founded in 2003, MyHeritage has developed one of the world’s leading family history platforms. Powered by unique and proprietary technologies, MyHeritage is currently used by 90 million registered users worldwide and is available in 42 languages, which is a testament to the company’s international reach and diverse user base. MyHeritage users have collectively created tens of millions of family trees, and the platform is home to a vast collection of nearly 14 billion historical records. The platform’s many features include world-class tools that are based on artificial intelligence.

Following the acquisition, the exclusive historical record collections housed on Filae will be made accessible to MyHeritage users, creating new opportunities for genealogical discoveries for individuals around the world with French roots. MyHeritage’s resources and technologies will enable Filae to accelerate the digitization and indexing of additional historical record collections, which will be made accessible to users of both platforms. Filae will remain a French company based in Paris 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.

“As we did when we acquired Geni.com eight years ago, our plan is to maintain Filae’s independence and existing team, and strengthen it,” said Gilad Japhet, Founder and CEO of MyHeritage. “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.”

“We sought to accelerate our growth and recognized the incredible opportunity before us,” said Toussaint Roze, Founder and CEO of Filae. “MyHeritage has unparalleled experience, technological expertise, and an excellent reputation, and we are confident that by combining our respective strengths, Filae will experience strong growth that will enrich the family history resources for anyone of French descent.”

Privacy Guarantee

MyHeritage has a strong privacy framework that includes a strict commitment regarding the privacy of users' data, making it unique among the major genealogy companies. Its privacy policy states unequivocally that MyHeritage has never sold or licensed personal data or genetic data and will never do so in the future.

Next Steps

MyHeritage, through parent company TreeHouse Junior Limited, will file a simplified mandatory takeover bid on the remaining Filae shares not acquired by MyHeritage, at a price per share of €20.75, followed by a squeeze-out. Subsequently, Filae will be delisted from the French stock exchange.

Concurrently, 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 (AMF Deposit No. 221C0318) has become purposeless within the meaning of Article 232-11 of the AMF's general regulations.

Filae will have to file its draft response note to the draft simplified tender offer initiated by MyHeritage, which will notably include the reasoned opinion of the board of directors of Filae and the supplementary report of the independent expert on the draft simplified tender offer initiated by MyHeritage.

In the coming days, Filae will redeem its two categories of convertible bonds for a total amount of €2.3 million to be drawn from its available cash.

In the context of this transaction, Filae, Geneanet, Trudaine Participations and MyHeritage have signed a settlement agreement putting an end to the disputes between them.

About Filae

Filae.com (ISIN code: FR0010221069, Ticker code: ALFIL) is published by the company Filae SA. Created by Toussaint Roze, this French company has for years been developing unique expertise in the research and development of innovative technologies to facilitate the general public's access to its roots.

The company is based in Paris and has more than 15 employees.

Thanks to legislative advances in terms of Open Data and the reuse of public archives, the company has been providing since December 2016 an exclusive offering of digitized, transcribed and indexed genealogical content and is developing algorithms to facilitate public access to historical records.

About MyHeritage

MyHeritage is the leading global discovery platform for exploring family history. With billions of historical records and family tree profiles, and with sophisticated matching technologies that work across all its assets, MyHeritage allows users to discover their past and empower their future. MyHeritage DNA is one of the world’s largest consumer DNA databases, with more than 5 million customers. MyHeritage is the most popular DNA test and family history service in Europe. Since 2020, MyHeritage is home to the world’s best AI technologies for enhancing and colorizing historical photos.

www.myheritage.com

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