XIRING : Response to Ingenico's friendly tender offer: The Board of Directors of XIRING recommends to its shareholders to tender their shares
11/14/2011| 02:00am US/Eastern
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Regulatory News:
The Board of Directors of XIRING (Paris: ALXIR), a security solutions
provider for electronic transactions, recommends that XIRING
shareholders tender their shares to the friendly voluntary contractual
tender offer launched by Ingenico on XIRING share capital.
Offer Presentation
On November 14, 2011 Ingenico (Euronext: FR0000125346 - ING), leading
worldwide provider of payment solutions, launched a friendly voluntary
contractual tender offer (the "Offer") for all outstanding shares of
XIRING not held by Ingenico. This is an all-cash offer at a price of ?17
per XIRING share, representing a 24% premium on the closing share price
as of November 11, 2011 and valuing the company at ?67.7 million. The
completion of the Offer is subject to Ingenico holding at least 66.67%
of the XIRING voting rights when the Offer is closed (as described in
paragraph 2.7 of the Ingenico tender offer document). The Offer will
remain open from November 16 to November 29, 2011.
Reasoned opinion of the XIRING Board of Directors on the Offer's
interest and consequences for the company, its employees and its
shareholders
The XIRING Board of Directors met on November 11, 2011 to review the
Offer's terms based on a project submitted by Ingenico. All members were
either attending or represented.
Following the analysis of Ingenico's Offer, the documentation and the
report of the independent expert (Mr. Dominique Ledouble of Cabinet
Ledouble SA) mandated by XIRING to obtain a fair opinion on the
financial conditions of the Offer, the XIRING Board of Directors
concluded that:
-
The financial conditions of the Offer are fair for the shareholders,
analyses carried out by Oddo Corporate Finance, Ingenico's financial
advisor, and by the independent expert show that the Offer offers to
minority shareholders a real premium compared with main valuation
methodologies used in their reports; and
-
The Offer project complies with the interest of the company, its
shareholders and its employees.
Based on these elements, the XIRING Board of Directors has unanimously
approved the proposed Offer and recommends that XIRING shareholders
tender their shares to the Offer. Furthermore, funds managed by
Seventure Partners, the Chairman & CEO Georges Liberman and the
management team have committed to tendering their shares to the Offer.
Corresponding commitments represent a total of 31.70% of XIRING share
capital.
"Ingenico's proposed project is truly attractive and will enable
XIRING's e-Health and e-Gov activities to further grow within a Group
with a global leadership in its field. For our shareholders, this offer
represents an opportunity to exit their investment in the company at an
attractive price of ?17 per share. XIRING management team, the funds
managed by Seventure Partners and I have committed to tendering all the
shares we respectively own in the company at identical price conditions,"
said Georges Liberman, XIRING's Chairman of the Boad and CEO.
NB: Documents related to the Offer presentation and the response to
the Offer are available on Ingenico's website (www.ingenico.com)
and XIRING's website (www.xiring.com)
respectively.
On this operation, XIRING has been advised by Crédit Agricole Corporate
& Investment Bank (CACIB) and law firm Jones Day.
About XIRING
XIRING, a security solutions provider for electronic transactions,
develops security software embedded in smart card readers and terminals
for strong authentication and electronic signatures. XIRING is the
market leader in SESAM-Vitale healthcare terminals for generating and
signing electronic medical claim forms or for updating healthcare cards
in France and also works alongside authorities in the field of
healthcare system dematerialization in international markets. In the
area of electronic identity (e-ID), XIRING proposes a broad range of
solutions for public authority staff and citizens to meet the latest
market challenges with secure electronic identity documents systems:
electronic national identity cards, electronic passports, public
transport cards and professional cards. XIRING is listed on the
Alternext compartment of the NYSE-Euronext Paris stock exchange. For
further information: www.xiring.com
XIRING press relations:
Laurent Maitre
Tel: 01 46 25 80
80
pressoffice@xiring.com
or
Agence
ACTIFIN:
Anaïs de SCITIVAUX
Charlène MASSON
Tel: 01
56 88 11 14
cmasson@actifin.fr
© Business Wire 2011
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