SysOpen Digia Plc (SysOpen Digia) and the main shareholders of Sentera Plc (Sentera) holding in total 77.39 per cent of the share capital and votes of Sentera have today agreed that SysOpen Digia will acquire all shares of Sentera held by these main shareholders.
SYSOPEN DIGIA PURCHASES SENTERA SHARES FROM THE MAIN SHAREHOLDERS
SysOpen Digia and the main shareholders of Sentera (Finnventure Rahasto V Et Ky, Finnventure Rahasto V Ky, Finnventure Rahasto IV Ky, Oy Etra Ab, Markku Toivanen, Jorma Kohonen, Ilkka Pärssinen, Asko Hakonen, Rolf Backlund, Kari Katajamäki and Oy Knowledge Connection Ab) have today agreed that SysOpen Digia will acquire 10,275,752 shares in Sentera held by these shareholders, which represent in aggregate 77.39 per cent of the share capital and votes in Sentera. The share trades will be effected on the Helsinki Stock Exchange today on 31 May 2006.
The purchase price received by the main shareholders of Sentera will be EUR 3.20 per share consisting of a cash consideration of approximately EUR 2.56 per share and 0.175 shares of SysOpen Digia. The share consideration is based on SysOpen Digia's volume weighted average price on May 30, 2006 (EUR 3,67), which equals a value of approximately EUR 0,64. The aggregate purchase price will be EUR 32.9 million, including 1 798 252 new shares of SysOpen Digia. The consideration is 24.5 per cent above the previous closing price of Sentera share on 29 May 2006 and 27.0 per cent above the 12-month volume weighted average price of Sentera share during the period 30 May 2005 - 30 May 2006.
CASH OFFER TO REDEEM REMAINING SHARES
Subsequent to the above share purchases, SysOpen Digia's holding exceeds two thirds of the votes in Sentera. Upon completion of the share purchases SysOpen Digia will be obliged to make a mandatory offer for the remaining shares and share options of Sentera pursuant to the Finnish Securities Market Act. It is the intention of SysOpen Digia to begin the mandatory offer as soon as possible after the completion of the share purchases from the main shareholders. As consideration SysOpen Digia will pay EUR 3.20 per share in cash for each share of Sentera. The holders of share options of Sentera will be offered either cash or alternatively conversion into SysOpen Digia's stock option programme.
The intention of SysOpen Digia is to acquire all shares of Sentera and to apply for the delisting of the Sentera shares from the NM-list of the Helsinki Stock Exchange.
TRANSACTION STRENGTHENS REMARKABLY SYSOPEN DIGIA'S MARKET POSITION
SysOpen Digia's current strategic targets are to ensure growth in current business, leveraging key competences in developing new products and services and expanding to new business areas with existing and new competences. SysOpen Digia's long-term objective for revenue growth is over 25 % CAGR p.a.
SysOpen Digia provides a comprehensive set of products and services for its customers covering the entire life cycle of integrated business solutions. SysOpen Digia's goal is to be the forerunner in ICT business solutions enabling enterprise mobility.
By acquiring the shares in Sentera SysOpen Digia strives at enlarging and strengthening SysOpen Digia's integrated business solutions. The acquisition will provide SysOpen Digia with seasoned product business and strengthens high-value-added professional services in the following areas:
- Enterprise mobile solutions - ERP and ERP integration - Supply chain management - Multi-channel solutions - Business intelligence solutions - Customer specific solutions - Application and service outsourcing
The transaction strengthens SysOpen Digia's business domain know-how especially in industry, trade and logistics verticals. This will create a unique position in the integrated retail value chain by strengthening the full-scale product and service offering.
The integration of Sentera with SysOpen Digia will provide good opportunities for business synergies. Annual synergies are expected to exceed EUR one million effective on fiscal year 2007.
"We see excellent strategic match between the businesses of SysOpen Digia and Sentera. We believe that the future integration will provide solid value to our customers, personnel and shareholders. We respect Sentera's largely recognised knowledge within the industry and will continue the strong development of the company's business as well as its highly skilled personnel. This transaction is also well aligned with SysOpen Digia's short and long term growth and profitability targets." Chief Executive Officer of SysOpen Digia Jari Mielonen outlines.
FINANCING
SysOpen Digia finances the transaction through its cash reserves and additional debt financing from Sampo Bank.
CORPORATE COMMUNICATIONS A briefing for analysts and the media will be held on Wednesday, 31 May 2006, at 11:00 in the Carl cabinet room at Scandic Hotel Marski, Mannerheimintie 10, Helsinki. Welcome.
Nordea Corporate Finance act as financial advisor to SysOpen Digia Plc. The Board of Directors of SysOpen Digia has obtained a fairness opinion on the offered consideration from Icecapital Securities Ltd.
SysOpen Digia Plc
BOARD OF THE DIRECTORS
FURTHER INFORMATION:
Mr. Jari Mielonen, Chief Executive Officer, tel. +358 40 703 8383 Mr. Tomi Merenheimo, Vice President, Legal and IR, tel. +358 40 560 6101, e-mail: [email protected]
DISTRIBUTION
Helsinki Stock Exchange Key media
