Following the announcement on 6 October 2020 of the signature of the final agreements between ATEME (ISIN: FR0011992700) (“ATEME”) and the main shareholders of Anevia (ISIN : FR0011910652) (“Anevia”), ATEME and the main shareholders of Anevia (the “Majority Shareholders”) announce the completion today of a first contribution in kind to ATEME by the Majority Shareholders, with regards to a total of 4,283,620 Anevia shares representing 85 percent of the share capital and 85 percent of the voting rights of Anevia1, paid through the allocation of 1 ATEME share for every 10 Anevia shares contributed, in addition to a cash payment of €2 per Anevia share contributed (the “First Contribution”). The completion of the First Contribution follows the delivery by the contribution auditors of their reports, in accordance with applicable legal and regulatory provisions.
The Majority Shareholders will, in the next few days, transfer to ATEME the balance of their interest in Anevia’s share capital, i.e. a total of 689,873 Anevia shares, by means of, on the one hand, the contribution in kind of the shares resulting from the exercise of their dilutive instruments to date (in accordance with the same terms and conditions as those of the First Contribution) (the “Second Contribution” and, together with the First Contribution, the “Contribution”) and, on the other hand, the sale of the remaining shares not contributed in kind to ATEME in connection with the Contribution (83 shares), at a price of 3.50 euros per Anevia share (the “Acquisition”).
Following the Contribution and the Acquisition, ATEME will hold 4,973,493 Anevia shares representing 87 percent of the share capital and 87 percent of the voting rights of Anevia and the Majority Shareholders will hold 497,341 ATEME shares representing together less than 5 percent of the share capital and approximately 4 percent of the voting rights of ATEME.
In accordance with the final agreements signed on 6 October 2020, Anevia’s Board of Directors will meet after the Second Contribution to take into account the new composition of Anevia’s shareholder base and consequently:
- Acknowledge the resignation of Mr Alexis Delb, Mr Laurent Grimaldi and LBO France Gestion, whose permanent representative is Mr Valéry Huot, from their positions as directors of Anevia;
- Acknowledge the separation of the functions of Chairman of the Board of Directors and Chief Executive Officer and appoint Mr. Michel Artières as Chairman of the Board of Directors of Anevia (with a casting vote in the event of a tie vote in accordance with Anevia’s bylaws), with Laurent Lafarge continuing to exercise his functions as Chief Executive Officer and Director of Anevia ;
- To co-opt, subject to ratification by the next Anevia shareholders’ meeting, Michel Artières and Laurent Cadieu as directors of Anevia.
Michel Artières is co-founder, Chairman and Chief Executive Officer of ATEME. After an initial experience of technical responsibility for an image processing research laboratory at the French Defense Procurement Agency, Michel co-founded ATEME in 1991 and is now its Chief Executive Officer. In particular, he led the internationalization and progressive repositioning of the group towards a sales model oriented towards more recurring revenues. Michel obtained his engineering degree at Supélec Paris, specialising in signal processing and telecommunications.
Laurent Cadieu is a former investment banker with a solid experience in software and telecommunications. Laurent was responsible for BNP Paribas’ European equities, and managed BNP Paribas’ entities in France, the UK, the US, Germany, Switzerland and Japan. He was a member of the Board of Directors of Nasdaq Europe and Easdaq from 2001 to 2007, and director of numerous technology companies in Europe. Laurent is a graduate of École Polytechnique and Telecom Paris.
As indicated in the press release of October 6, 2020, ATEME will file in the first half of November 2020 a draft simplified alternative mandatory public offer, consisting of a simplified mixed public offer (the “OPM”) and, as an alternative, a simplified cash tender offer (the “OPAS”), and, together with the OPM, the “Offer”), covering, under the conditions described below, all shares and securities giving access to the share capital or voting rights of Anevia which are not held by ATEME at that date in accordance with applicable regulations. The proposed Offer will be subject to review and approval by the Autorité des marchés financiers (“AMF”). The Offer will be followed, if the applicable conditions are met, by the implementation of a squeeze-out procedure (the “SqueezeOut”).
The Offer will consist of an OPM and an OPAS in an alternative manner, mirroring identically the terms of the Contribution and the Acquisition:
- under the OPM: ATEME will offer, as a principal offer, to the Anevia shareholders to exchange the Anevia shares they hold for ATEME shares to be issued at a ratio of 1 ATEME share to be issued for 10 Anevia shares contributed, plus a cash payment of €2 per Anevia share contributed (i.e. €20 for 10 Anevia shares contributed);
- under the OPAS: ATEME will offer Anevia shareholders the opportunity to acquire (i) the Anevia shares, at a price of €3.50 per share and (ii) the warrants not exercised at the opening date of the Offer, at a price of €1.06 per 2017C warrant, €1.64 per 2019A warrant, €0.24 per A warrant and €1.54 per B warrant.
Anevia reminds that, in accordance with applicable regulations, the firm A2EF (Associés en Evaluation & Expertise Financière), represented by Mrs Sonia Bonnet-Bernard (60 Rue de Longchamp, 92200 Neuilly-SurSeine), has been appointed by Anevia’s board of directors as an independent expert in charge of preparing a report on the financial terms and conditions of the Offer, including in the context of the Squeeze-Out Procedure.
The independent expert’s report, together with the board of directors’ reasoned opinion, will be included in the draft offer document to be prepared by Anevia in connection with the Offer and submitted to the AMF for review.
The board of directors of Anevia, in its new composition, will decide on the merits of the Offer and its consequences for Anevia, its shareholders and its employees, in particular in light of the conclusions of the independent expert’s report.