Following the announcement on 16 June 2017 of the entry into exclusive negotiations between the main shareholders of SES-imagotag and BOE Technology Group Co., Ltd. (“BOE”) and after the consultation of the works council of SES-imagotag, SES-imagotag and BOE announce the signing of the share purchase agreement relating to the acquisition by BOE from Chequers Capital, Pechel Industries, Tikehau Capital, Sycomore Asset Management, Phison Capital, and the SES-imagotag's senior management team of 6,669,639 shares of SES-imagotag representing 51.26 % of the current issued share capital and the voting rights of SES-imagotag (“Block of Shares”), at a price of EUR 30 per share.
The completion of the transaction is notably subject to the satisfaction of the following conditions precedent:
BOE and the management team of SES-imagotag should enter shortly into a co-investment agreement in relation notably to such contribution in kind and to their respective investment in the special acquisition company (“SPV”) to be set up for the purpose of acquiring together, through the SPV, the Block of Shares. The management team of SES-imagotag would hold a minority interest in the SPV, alongside BOE. At completion, the SPV should hold in aggregate approximately 7,249,639 shares in SES-imagotag, representing 55.28% of all the then outstanding shares (after taking into account shares to be issued upon exercise of certain stock options held by senior management).
The completion of the acquisition should occur on the third quarter of 2017.
Following the completion of the acquisition, the SPV will file with the AMF (Autorité des marchés financiers) a mandatory tender offer under the simplified procedure on the remaining SES-imagotag shares at a price of EUR 30 per share. BOE's intention would be to keep SES-imagotag listed on the regulated market of Euronext in Paris and would not consider, at this stage, a squeeze-out following the tender offer. Pursuant to applicable French financial markets regulations, the board of directors of SES-imagotag will issue a reasoned opinion on the mandatory tender offer, on the basis of the report of an independent expert evaluating the conditions of such mandatory tender offer. Sorgem Evaluation was appointed by the board of directors of SES-imagotag as independent expert.
This press release does not, and shall not, in any circumstances be considered as a public takeover bid offering on SES-imagotag's shares by BOE Technology Group. In accordance with French law, documents relating to the Offer, including its terms and conditions, will be filed with the AMF (Autorité des marchés financiers).
For 25 years, SES-imagotag is the trusted partner of retailers for the use of digital technology in stores. SES-imagotag, the worldwide leader in smart digital labels and pricing automation, develops a comprehensive IoT and digital platform that delivers a complete set of services to retailers. The SES-imagotag solution enables retailers to connect and digitize their physical stores; automate low-value-added processes; improve operational efficiency; inform and serve customers; ensure information integrity to continuously optimize on-hand inventory; prevent stock-outs and waste and create an omni-channel service platform that builds loyalty and meets evolving consumer expectations.
About BOE Technology Group
BOE is a global leader in semiconductor display industry as well as an IoT technologies, products and services supplier. BOE's core businesses are display devices, smart systems and healthcare services. BOE's display products are widely used in a broad spectrum of applications such as mobile phone, tablet, notebook, monitor, TV, vehicle display, digital information display, and wearable devices. Smart systems business provides IoT integrated solutions for various industries such as retail, transportation, finance, education, art, medical care, etc. Healthcare services business combines medicine and life science, and is committed to developing mobile healthcare, regenerative medicine and digital hospitals and integrating BOE park resources. In total, BOE has over 50,000 usable patents; according to the market data at the first quarter of 2017, BOE's market share of TFT-LCD panels for smart phones, tablets and notebooks ranks No.1 worldwide.
BOE is a major player in its markets with more than 68.8 billion RMB of revenues (more than 9 billion euros), 1.8 billion RMB (236 million euros) of net income and a total balance sheet of over 205 billion RMB (more than 26.9 billion euros) as of December 31, 2016. BOE is listed on the Shenzhen stock exchange (SHE: 000725).
SES-imagotag is listed in compartment B of the Euronext™ Paris
Ticker: SESL – ISIN code: FR0010282822 – Reuters: SESL.PA – Bloomberg: SESL
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