Assystem contemplates the opportunity to participate
to an equity raise by Assystem Technologies GroupParis, 18 December 2017, 8.00 a.m. (CET) - Assystem S.A. (ISIN: FR0000074148 - ASY) today announced that it has decided to consider the opportunity to participate, in its capacity as 39.24% shareholder of Assystem Technologies Group (“Assystem Technologies”)[1], to the financing of the potential acquisition, by an Assystem Technologies' subsidiary, of SQS Software Quality Systems AG, a company listed on the London Stock Exchange's Alternative Investment Market (“SQS”) by way of a tender offer launched on 15 December, the completion of which is conditional upon, inter alia, (a) receiving valid acceptances from SQS shareholders which represent not less than 75% in nominal capital of the SQS shares and of the voting rights normally exercisable at a general meeting of SQS and (b) obtaining consents in relation to the operation under the merger control rules in Germany and Austria without the initiation of a second phase investigation (the “Tender Offer”).Assystem's participation would be implemented through the subscription by Assystem to an increase in the share capital of Assystem Technologies (representing 50% of the amount of Assystem's investment) and to the issuance of convertible bonds by Assystem Technologies (representing the other 50% of the amount of Assystem's investment). In light of Assystem's undertakings under the financing agreements entered into with its banks, Assystem's participation could represent an amount of up to 60.72 million Euros, bringing the total investment of Assystem in Assystem Technologies' equity and quasi-equity of 124.28 million Euros to an amount of up to 185 million Euros (equally divided between equity and convertible bonds).If Assystem Technologies, through its subsidiary, acquires upon completion of the Tender Offer and of subsequent transactions 100% of SQS' share capital at a price per SQS share equal to the price offered in the Tender Offer[2], such an investment made by Assystem for 60.72 million Euros would result in bringing the percentage of Assystem Technologies' shares and convertible bonds held by Assystem to approximately 38.2%, on the basis of the information and financing simulations provided by Assystem Technologies.The Board of Directors of Assystem has been convened to a meeting to be held on 21 December in the afternoon, in order to decide on the principle of Assystem's participation to a potential equity and quasi-equity raise within the framework of the Tender Offer, and on the maximum amount of such participation. Assystem will disclose the decisions adopted by its Board of Directors by way of a press release to be issued following the meeting.ABOUT ASSYSTEMAssystem is an international engineering group. As a key participant in the industry for 50 years, the Group supports its clients in managing their capital expenditure throughout their asset life cycles. Assystem S.A. is listed on Euronext Paris.
For more information please visit www.assystem.com
Follow Assystem on Twitter: @AssystemCONTACTS1 Assystem Technologies, a company controlled by the private equity firm Ardian, acquired on 28 September 2017 Assystem's outsourced R&D division Global Product Solutions (“GPS”), it being specified that Assystem retained a close interest in GPS' growth potential and value creation through its 39.24% stake in Assystem Technologies (see Assystem press release dated 28 September 2017: “Assystem SA completes its sale to Ardian of a controlling interest in GPS, its outsourced R&D division”).[2]The press release relating to the Tender Offer published by Assystem Technologies on 15 December 2017 indicates that details of the Tender Offer can be found in the announcement posted on SQS' website at www.sqs.com/en/offer.php.
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