TIDMSQS
RNS Number : 8844D
SQS Software Quality Systems AG
05 February 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
5 February 2018
RECOMMED CASH OFFER
for
SQS SOFTWARE QUALITY SYSTEMS AG
by
ASSYSTEM SERVICES DEUTSCHLAND GmbH
(formerly Weilchensee 884. V V GmbH)
Notice to initiate compulsory acquisition of SQS Shares and
closure of the Offer
On 15 December 2017, Assystem Services Deutschland GmbH
("Bidco") and SQS Software Quality Systems AG ("SQS"), announced
that they had reached agreement on the terms of a recommended all
cash offer by Bidco for the entire issued and to be issued share
capital of SQS (the "Offer"). The full terms and conditions of the
Offer are set out in the offer document which was published on 18
December 2017 (the "Offer Document").
Defined terms used but not defined in this announcement have the
same meanings as given to them in the Offer Document.
Compulsory acquisition of SQS Shares
On 23 January 2018, Bidco announced that the Offer had become
unconditional in all respects.
As at 6.30 p.m. (London time) on 2 February 2018, Bidco had
received valid acceptances in respect of a total of 31,185,195 SQS
Shares, representing, in aggregate, approximately 96.16 per cent.
in nominal capital of the SQS Shares and of the voting rights
normally exercisable at a general meeting of SQS (there being no
remaining SQS Stock Options which have not to date been assented to
the Stock Option Proposals).
Accordingly, as set out in the Offer Document, Bidco today
announces its intention to initiate after closure of the Offer on
19 February 2018 and following completion of any preparatory steps
as may be required, a compulsory acquisition proceeding pursuant to
Sections 327a ff. of the German Stock Corporation Act
(Aktiengesetz) to acquire compulsorily, with cash compensation
comparable to the Offer Price, the remaining SQS Shares in respect
of which the Offer has not at such time been accepted. SQS
Shareholders should consider that the cash compensation payable for
each SQS Share in this case might be equal to, higher than or lower
than the Offer Price.
Closure of the Offer
Further to the announcement on 23 January 2018, Bidco hereby
gives notice that the Offer will remain open for acceptance until
1.00 p.m. (London time) on 19 February 2018.
SQS Shareholders who have not accepted the Offer are encouraged
to do so as soon as possible and before 1.00 p.m. (London time) on
19 February 2018. The procedure for acceptance of the Offer is set
out below.
Acceptance procedure
If you are an SQS DI Holder (i.e. your SQS Shares are
represented by SQS Depositary Interests) you should read Part A of
Appendix I to the Offer Document. An acceptance of the Offer by an
SQS DI Holder must be made electronically through CREST. If you are
a CREST sponsored member, you should refer to your CREST sponsor as
only your CREST sponsor will be able to send the necessary TTE
Instruction to Euroclear.
If you hold SQS Shares directly in registered form, the
procedure for accepting the Offer is set out in Part B of Appendix
I to the Offer Document. An acceptance of the Offer by a holder of
SQS Shares directly in registered form must be made using the Form
of Acceptance which accompanied the Offer Document (or is available
from the Receiving Agent).
If you require assistance in completing your Form of Acceptance
(or wish to obtain additional copies of the Offer Document and/or
the Form of Acceptance) or have questions in relation to making an
Electronic Acceptance, please telephone the Receiving Agent on 0370
707 1312 if calling from within the United Kingdom or +44 (0) 370
707 1312 if calling from outside the United Kingdom. Lines are open
8.30 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the
helpline from within the United Kingdom will be charged at your
network provider's standard rate. Calls to the helpline from
outside the United Kingdom will be charged at the applicable
international rate. Calls may be recorded and randomly monitored
for security and training purposes. The helpline cannot provide
advice on the merits of the Offer nor give any financial, legal or
tax advice.
Settlement
Settlement of the consideration under the Offer will be effected
as follows:
-- in the case of acceptances which have been received on the
date of this announcement and are valid and complete in all
respects, within 14 days; and
-- in the case of further acceptances which are valid and
complete and received after the date of this announcement but while
the Offer remains open for acceptance, within 14 days of such
receipt,
in each case, in the manner described in the Offer Document.
Non-assenting SQS Shareholders who do not accept the Offer will
not receive payment until after the compulsory acquisition
procedure has been implemented.
Delisting and cancellation of trading in SQS Shares on AIM
Further to the announcement on 23 January 2018, cancellation of
admission to trading on AIM of SQS Shares will take effect from
7.00 a.m. (London time) on 21 February 2018.
Cancellation of admission to trading on AIM of SQS Shares is
likely to reduce significantly the liquidity and marketability of
any SQS Shares in respect of which the Offer has not been accepted
at such time.
Enquiries:
SQS Software Quality Systems AG Tel: +49 (0) 2203 91 540
Diederik Vos, Chief Executive Officer
René Gawron, Chief Financial Officer
Numis (Nominated Adviser, Financial Adviser and Joint Broker to
SQS) Tel: +44 (0) 207 260 1000
Simon Willis
Jamie Lillywhite
Mark Lander
Stockdale Securities Limited (Joint Broker to SQS) Tel: +44 (0)
207 601 6100
Robert Finlay
Antonio Bossi
FTI Consulting (Financial Media and Investor Relations to SQS)
Tel: +44 (0) 203 727 1000
Matt Dixon / Dwight Burden
Assystem Services Deutschland GmbH (formerly
Weilchensee 884. V V GmbH) Tel: +33 (0) 155 650 325
Olivier Aldrin, Managing Director
Rothschild (Financial Adviser to Assystem Technologies and
Bidco) Tel: +44 (0) 207 280 5000
Alistair Allen
Stuart Vincent
Omaier Akhtar
Ricky Paul
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as nominated adviser,
financial adviser and joint broker exclusively for SQS and no one
else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to
the matters referred to in this announcement and will not be
responsible to anyone other than SQS for providing the protections
afforded to clients of Numis, nor for providing advice in relation
to the Offer or any other matter or arrangement referred to in this
announcement.
Stockdale Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
as joint broker exclusively for SQS and no one else in connection
with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters referred
to in this announcement and will not be responsible to anyone other
than SQS for providing the protections afforded to clients of
Stockdale Securities Limited, nor for providing advice in relation
to the Offer or any other matter or arrangement referred to in this
announcement.
Rothschild, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser exclusively for Assystem Technologies and Bidco and no one
else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to
the matters referred to in this announcement and will not be
responsible to anyone other than Assystem Technologies and Bidco
for providing the protections afforded to clients of Rothschild,
nor for providing advice in relation to the Offer or any other
matter or arrangement referred to in this announcement.
Further information
This announcement is not intended to, and does not, constitute,
or form part of, any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise. The Offer is being made solely by means of the Offer
Document and the Form of Acceptance accompanying the Offer Document
(if applicable), which contain the full terms of, and Conditions
to, the Offer, including details of how the Offer may be accepted.
Any response to the Offer should be made only on the basis of
information contained in the Offer Document. SQS Shareholders are
advised to read the Offer Document and the Form of Acceptance
accompanying the Offer Document (if applicable) carefully.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the Code (insofar as set out within the Framework Agreement)
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law, and the
availability of the Offer to persons who are residents, citizens or
nationals of jurisdictions other than the United Kingdom or Germany
may be restricted by laws and/or regulations of those
jurisdictions. Therefore any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
or Germany should inform themselves about and observe any
applicable requirements in their jurisdiction. Any failure to
comply with the applicable requirements may constitute a violation
of the laws and/or regulations of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such requirements by any person.
Unless otherwise determined by Bidco and permitted by applicable
law and regulation, the Offer will not be made available, directly
or indirectly, in, into or from a Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction and no person may
accept the Offer by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction, and persons receiving
this announcement and all documentation relating to the Offer
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from any Restricted
Jurisdiction.
Unless otherwise permitted by applicable law and regulation, the
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of, any
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Notice to German investors
The German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz)
("WpÜG") does not apply to the Offer as the SQS Shares are not
traded on an organised market pursuant to Section 1 paragraph 1 of
the WpÜG.
Notice to US investors
The Offer is being made for securities in a German registered
company whose shares are traded on AIM and on the Open Market of
Deutsche Börse, and SQS Shareholders in the United States should be
aware that this announcement and any documentation relating to the
Offer have been, or will be, prepared in accordance with disclosure
requirements, format and style that differ from those in the United
States. All financial information that is included in this
announcement or that may be included or referred to in any other
documents relating to the Offer, have been, or will be, prepared,
save where Bidco and SQS have expressly agreed otherwise, in
accordance with International Financial Reporting Standards adopted
by the European Union and therefore may not be comparable to
financial statements of US companies or companies whose financial
statements are prepared in accordance with US GAAP.
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
applicable provisions of English and German law. Accordingly, the
Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law.
Both SQS and Bidco are companies registered under the laws of
Germany. It may not be possible for SQS Shareholders in the United
States to effect service of process within the United States upon
SQS or Bidco or their respective officers or directors or to
enforce against any of them judgments of the United States
predicated upon the civil liability provisions of the federal
securities laws of the United States. It may not be possible to sue
SQS or Bidco or their respective officers or directors in a non-US
court for violations of the US securities laws. There is also
substantial doubt as to enforceability in the United Kingdom in
original actions, or in actions for the enforcement of judgments of
US courts, based on the civil liability provisions of US federal
securities laws.
Requesting hard copy documents
A hard copy of this announcement and any information
incorporated by reference in this announcement may be requested
free of charge by contacting the Registrars on +44 (0)371 707 1312
or by writing to them at Computershare Investor Services PLC,
Corporate Actions Projects, Bristol, BS99 6AH, United Kingdom.
SQS Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form.
The Offer is subject to the provisions of the Code insofar as
set out in the Framework Agreement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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