Following the press releases of 16 June and 19 July 2017, and the fulfillment of the conditions precedent, notably the obtaining of regulatory authorizations, BOE Technology Group and SES-imagotag (Euronext: SESL, FR0010282822) today announced the acquisition of a majority block of 6,669,176 SES-imagotag shares, at the price of €30, by BOE Smart Retail (Hong Kong) Co. Limited (“BOE Smart Retail”), a company indirectly held by BOE Technology Group (circa 80%) and (circa 20%) by a company controlled by SES-imagotag's management which is associated with the transaction.
Prior to the acquisition of the above block of shares, the management of the company contributed 487,520 SES-imagotag shares to BOE Smart Retail and subscribed in cash to a capital increase of BOE Smart Retail. In addition, a shareholders' agreement governing the relationship between BOE Smart Retail shareholders and constituting a concerted action with regard to SES-imagotag was entered into. Under the terms of such agreement, the managers committed to keeping their BOE Smart Retail shares for five years, demonstrating their continued commitment and their involvement in SES-imagotag. The agreement also states that the SES-imagotag Board of Directors will consist of nine members, five appointed upon proposal of BOE, one appointed upon proposal of the managers, and three independent directors. Two BOE representatives will be co-opted over the coming days to replace Mr. Jérôme Kinas and Pechel Industries Partenaires, which have resigned as of this day. The other BOE representatives will be appointed at a later time.
As a result, as of the date hereof, BOE Smart Retail directly holds 7,156,696 SES-imagotag shares, representing 54.40% of the capital and of the voting rights of the company and in concert, as of the date of this document, 7,404,499 SES-imagotag shares representing 56.29% of the capital and of the voting rights of the company.
In accordance with the applicable regulations, BOE Smart Retail will file shortly a simplified tender offer for the balance of SES-imagotag shares, at €30 per share, with the French Financial Markets Authority (the “AMF”).
The terms and conditions of the tender offer will be reviewed by the AMF.
BOE's intention is that SES-imagotag remains listed on the Euronext Regulated Market in Paris. It is not planning, at this stage, to implement a squeeze-out procedure following the tender offer. BOE Smart Retail also wants to maintain a high float level and significant share liquidity.
BOE Technology Group's majority shareholding will provide SES-imagotag with a long-term shareholder which is an expert in the industry and with an industrial partner to support its international growth, in Asia, in particular.
BOE Technology Group intends to provide its expertise to accelerate the development of an increasingly connected product line and support the international development of SES-imagotag's product and services sales in the most dynamic regions (North America and Asia).
Note that the SES-imagotag Board of Directors unanimously expressed its support for the transaction and entrusted the Sorgem firm with assessing the conditions of the offer as an independent expert.
In accordance with the applicable regulations, the SES-imagotag Board of Directors will issue its reasoned opinion on the tender offer following review of the independent expert's report.
This press release does not, and shall not, in any circumstances be considered as a public tender offer on SES-imagotag's shares by BOE Technology Group, BOE Smart Retail nor any concert party. 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).
1 On the basis of the number of shares in the company's capital, i.e. 13,052,819 at 30 November 2017. Note that 103,010 additional shares for purchase options were raised as part of the acquisition, i.e. a total of 13,155,529 shares.
2 With the exception of treasury shares and free shares in a holding period which will be subject to cross-holding promise mechanisms at a ceiling price of €30 per share.
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.
SES-imagotag is listed in compartment B of the Euronext™ Paris
Ticker: SESL – isin code: FR0010282822 – Reuters: SESL.PA – Bloomberg: SESL
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).
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