TIDMSQS
RNS Number : 3284F
SQS Software Quality Systems AG
20 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
20 February 2018
RECOMMED CASH OFFER
for
SQS SOFTWARE QUALITY SYSTEMS AG
by
ASSYSTEM SERVICES DEUTSCHLAND GmbH
(formerly Weilchensee 884. V V GmbH)
Offer closed
Assystem Services Deutschland GmbH ("Bidco") announces that,
further to its announcement of 6 February 2018, the Offer closed at
1.00 p.m. (London time) on 19 February 2018. For the avoidance of
doubt, it is therefore no longer possible for SQS Software Quality
Systems AG ("SQS") shareholders to accept or withdraw their
acceptance of the Offer.
For the purposes of the Disclosure and Transparency Rules
published by the FCA, following closing of the Offer, Bidco is now
legally and/or beneficially interested in 32,035,980 SQS Shares
representing 98.77 per cent. of SQS's issued share capital.
Settlement of the consideration due under the Offer has been and
will be effected in the manner set out in the Offer Document (and
as summarised in the announcement by Bidco on 6 February 2018).
Defined terms used but not defined in this announcement have the
same meanings as given to them in the Offer Document.
Enquiries:
SQS Software Quality Systems AG Tel: +49 (0) 220 391 540
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
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.
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
OUPFKCDQDBKBNBD
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February 20, 2018 02:00 ET (07:00 GMT)
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