ATEME (ISIN: FR0011992700) and the main shareholders of ANEVIA (ISIN: FR0011910652) (the "Company") together holding 87% of the share capital1 and 90% of the theoretical voting rights2 of the Company (the"MajorityShareholders"), have entered into exclusive negotiations to transfer their interest in the share capital of the Company to the benefit of ATEME. The transaction has received the prior unanimous support of the boards of directors of both parties. An “information-consultation” procedure with employee representative bodies of the Company and ATEME will be launched.
Upon completion of the abovementioned “information-consultation” procedures, ATEME would acquire all Company shares held by the Majority Shareholders (including those to be issued upon exercise of securities giving access to the Company’s share capital), in part by way of contributions in kind (the "Contribution") and for the remainder, in cash (the "Acquisition"). The transfer of the Company's shares to ATEME would be followed by thefilingbyATEMEofasimplified alternative mandatory tender offer including a simplified mixed tender offer (the "OPM"), and as an alternative offer, a simplified tender offer (the “OPAS” and, together with the OPM, the “Offer")(the Contribution,the Acquisition and the Offer are here inafter referred to together as the "Transaction") on all shares and securities giving access to the share capital of the Company that would not be held by ATEME at that date, in accordance with applicable laws and regulations, followed, as the case may be, by a squeeze-out (the “Squeeze-Out”).3
The combination of the two companies would create a major player in video broadcasting infrastructure, with combined revenues of more than €80 million (pro forma 2019).
Michel Artières, Chairman and CEO of ATEME, says: “A merger with ANEVIA and its high-performance solutions for optimizing video flow delivery is a key step in our expansion strategy in our customers' value chain and the conquest of new markets. Both companies share the same values of respect and innovation. Based on our mission to deliver the best quality of experience,our ambition is to become the reference video solution for billions of consumers. The shared vision of the two companies and their strong culture should enable us to rapidly create significant value for our customers, employees and shareholders.”
Laurent Lafarge, Chairman and CEO of Anevia, says: “ANEVIA's management is delighted with this project to combine with ATEME, the leader in video distribution infrastructure. This combination is a tremendous opportunity to accelerate development in a buoyant market, thanks to a value proposition which is rich and strong in innovation.”