PRESS COMMUNICATION FILING OF A DRAFT INFORMATION NOTE FROM HUBWOO
AS A RESPONSE TO THE PROPOSED TENDER OFFER FOR THE TENDER OF THE SHARES OF HUBWOO
INITIATED BY PERFECT COMMERCE
AMF
The current communication is drafted by Hubwoo and issued pursuant to the provisions of Article 231-26 of the General Regulations of the AMF.
The public offer of purchase, the draft Information Note and the draft Response Note remain subject to the approval of the AMF.
PARIS, June 9, 2015 /PRNewswire/ -- The draft Response Note is available on the website of the AMF (www.amf-france.org) and Hubwoo (www.hubwoo.com) and is free to the public at the headquarters of the Company:
HUBWOO
11-15, rue Saint Georges
75009 Paris
Pursuant to Article 231-28 of the AMF General Regulations, information as to the characteristics of Hubwoo, including legal, financial and accounting shall be available to the public no later than the day before the opening of the public offer using the same methods of communication.
1. CONTEXT OF THE OFFER
Pursuant to Title III of Book II, and more specifically Article 232-1 of the AMF General Regulations, Perfect Commerce S.A., a company governed by the laws of Luxembourg, registered with the Luxembourg Trade and Companies, whose headquarters are located at 19, rue de Bitbourg L-1273 Luxembourg ("Perfect Commerce" or "Offeror"), indirectly controlled by Perfect Commerce Holdings LLC, a US company whose registered office is at One Compass Way, Suite 120, Newport News, VA 23606, USA ("Perfect"), has filed on June 9, 2015 with the AMF a draft offer irrevocably offering to the shareholders of Hubwoo, a limited company with a board of directors, with a capital of 12,919,890.70 Euro, whose registered address is at 11-15 rue Saint Georges, 75009 Paris, France and who is registered with the Paris Trade and Companies Register under number 377 945 233 ("Hubwoo" or "Company") to acquire all of their shares under the conditions described below at a price of 0.19 Euro per Hubwoo share (the "Offer").
Hubwoo's shares are admitted to trade on the regulated marked in compartment C of Euronext Paris (« Euronext Paris") under ISIN code FR0004052561 (symbol "HBW").
The proposed Offer pertains to all shares in the Company:
- that are already issued or, to the knowledge of the Offeror as at December 31, 2014, comprise of a maximum of 129,198,907 Hubwoo Shares, and
- that are likely to be issued before completion of the Offer, upon the exercise of 7,391,620 stock options issued by the Company (the "Options").
The Offeror irrevocably undertakes to acquire from the shareholders of the Company all such shares to which the Offer will be tendered at a price of 0.19 Euro per share on June 25, 2015 to July 30, 2015 (subject to extension).
Hubwoo has requested to EuroNext a trading suspension, whereby normal trading will resume on June 10, 2015.
2. OPINION OF THE BOARD
Pursuant to Article 231-19 of the General Regulations, the Company's Board of Directors met on June 8, 2015, as convened by its Chairman and with all five members present, unanimously made the following reasoned opinion on the Offer:
| Having deliberated and found that: |
|
| (i) |
Mr. Harald Johan Gedda and Cofibred, together holding a 38.18% stake in the Company, have committed to tender their shares to the Offer; |
| (ii) |
the price of 0.19 Euro per share represents a premium of 36% compared to the Company's closing price as of June 8, 2015 and 36% compared to the average price weighted by volumes over the period of 20 trading days ending June 8, 2015 (inclusive); |
| (iii) |
Duff & Phelps SAS, which the board has assigned, in a financial advisory capacity, to assist in assessing the financial conditions of the Offer, has implemented a multi-criteria approach for the evaluation of the Company and has concluded that the price per share of 0.19 Euro for the shareholders as proposed by Perfect Commerce under the Offer as being fair; furthermore it is noted that this assignment was at the discretion of the Board and does not constitute the appointment of an independent expert within the meaning of Articles 261-1 et seq of the AMF General Regulations; |
| (iv) |
Perfect Commerce has stated in its Information Note that the draft Offer aims to bring together two leading companies in eProcurement, eSourcing and supplier networks and will thus offer the Company new growth opportunities by including Perfect software and its expertise in product development, commercialization and technical innovation on an international basis. |
| (v) |
the merger with Perfect Commerce is the achievement of several months of discussions with the Company as to how best to implement its development strategy, by which the Company has looked into various possible scenarios in the best interest of the Company, its shareholders and its employees; |
| (vi) |
the competitive environment remains unfavourable to the Company since 2012 when its main partner, commercially and technically, SAP, has acquired a major competitor of the Company, and that the main new partnerships established since 2013 have not delivered the expected results. |
| The Company's Board of Directors unanimously believe that: |
|
| (i) |
the financial terms of the proposed Offer are fair to the shareholders, the review of assessments by BNP Paribas, the advisory bank to Perfect Commerce, and financial advice demonstrate that the proposed Offer is based on a fair price under the main valuation methods implemented in such assessments; and |
| (ii) |
the proposed Offer is in the interest of the Company, its shareholders and its employees. |
| To the extent that the proposed Offer represents an opportunity to benefit from immediate liquidity under fair conditions, the Board further unanimously decided to recommend that the Company shareholders tender their shares to the Offer. |
|
Disclaimer: The Offer is made solely in accordance with French legislation on takeover bids. The composition of the Offer and acceptance thereof may be subject to specific regulations in some countries. People who dispose of any document relating to the Offer must comply with the legal restrictions in force in their respective country.
3. INVESTORS CONTACTS
Tel: +33 (0)1 53 25 55 00
E-mail: [email protected]
11-15, rue Saint Georges
75009 - Paris
Logo - http://photos.prnewswire.com/prnh/20121129/DA21233LOGO
SOURCE Hubwoo
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