CS GROUP The takeover bid aims to associate the founders of Novidy's with the successful development of CS and its cybersecurity business, while optimizing both the financial structure of the group and benefits for its shareholders.
The transaction concerns 100% of Novidy's shares and is based on an enterprise value of 35.6 M€, which is 11.3X the EBIT for 2017 (3.2 M€) plus net cash of 6.8 M€ as of 31 December 2017.
The Novidy's acquisition would be carried out as follows:
- About 70% of Novidy's capital would be acquired in cash for 30 M€, financed by a loan;
- About 30% of Novidy's capital would be brought to CS in return for:
> the issue of 1,071,060 new shares, representing 5.2% of capital, issued at a unit price equal to 6.39 €, with a 3-year commitment to hold 81% of the shares,
> the issue of 868,871 warrants giving entitlement to between 868,871 and 1,068,871 CS shares (prepaid strike price). The exercise of these warrants would be conditional upon presence of their holders after a period of 3 years; low, median or high limits would be reached when the annual growth rate of the EBIT of CS cybersecurity business would be lower than 15%, between 15 and 20%, or above 20% respectively.
This operation is subject to the information and consultation process concerning CS staff representative bodies, checking by foreign investment bodies, and the Annual General Meeting on 26 June 2018. A 'document E' will be submitted to the MFA and made available to the shareholders.
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CS Communication & Systèmes SA published this content on 24 April 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 24 April 2018 16:16:12 UTC
