Ekinops (Euronext Paris – FR0011466069 – EKI), designer of innovative solutions for transmission on optical fibres for telecom networks for very high speed and the main shareholders of OneAccess, a leading global provider of solutions for access network, today announced they have signed definitive agreements for a merger the terms of which have been detailed by means of press releases issued (i) march 30, 2017 (see press release of march 30, 2017) and (ii) on June 19, 2017, in order to take account of new funding modalities considered (see press release of June 19, 2017).
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This acquisition of OneAccess by Ekinops will be made by transfer of shares OneAccess paid in cash for half and the other half, through the contribution of shares OneAccess paid by the issuance by Ekinops of new shares with warrants, on the basis of a value of transaction of the company OneAccess 58 Million.
In this perspective, at the same time as the signing of the final agreements with the principal shareholders of OneAccess, Ekinops has also entered into an agreement with an entity advised by Aleph Capital Partners LLP, and with Bpifrance that will each the financing of the operation and that will become each a shareholder of reference of Ekinops, as well as a memorandum of agreement non-concert with these two investors and the main shareholders of OneAccess.
Didier Brédy, President and Chief executive officer of Ekinops, said :
“By uniting their forces, Ekinops and OneAccess aim to give birth to a major player in the optical transport and the virtualization of telecom networks, with a truly international dimension. The achievement of a critical size, together with the complementarities between technological, industrial, and commercial would be a solid base to grow significantly the penetration of the products and technologies of the new set within large operators.
We are very pleased that this project enticed Aleph Capital and Bpifrance, who will be the shareholders and prestigious reference of the new set once the operation is performed. ”
Hugues Lepic, CEO of Aleph Capital, adds :
“Ekinops is an ambitious company, with a strong potential for organic growth, and led by a management team packed with talent. The acquisition of OneAccess must allow Ekinops to accelerate its development. Aleph Capital wishes to support the society in a sustainable manner in line with its strategy of growth and consolidation of its market. ”
Mailys Ferrère, Director of the pole Wide Venture of Bpifrance, concludes :
“The merger between Ekinops and OneAccess is relevant both to the technological point of view, R&D and commercial. It allows the emergence of a French actor innovative ability to provide solutions increasingly integrated and quality for telecom operators. We are happy to support the leader, Didier Brédy, in the construction of his vision. We enter the capital and board of directors of Ekinops. ”
Reminder of the main terms of the financial arrangements envisaged for the approximation with OneAccess
In a first time, Ekinops plans to launch, as soon as the visa of the Autorité des marchés financiers (AMF) on the transaction note, a capital increase, with maintenance of the preferential subscription right (DPS) of the shareholders, of an amount between 12 and 13 Million.
Subject to the completion of this capital increase with maintenance of preferential subscription right (DPS), the meeting of shareholders of Ekinops will have to decide on the draft contribution of the shares OneAccess and also on the reserved capital increases with suppression of the DPS to the designated persons for the benefit of the entity recommended by Aleph Capital and Bpifrance, for an amount of approximately 24 Million (of which 12 Million for each of the two entities). You will also be asked the shareholders can vote on appointments of directors and statutory amendments (introduction of double voting rights, limitation of the number of members of the board of directors to 8 members).
The capital increase reserved for entity advised by Aleph Capital and Bpifrance, which will be conditional on the completion of the contribution in kind of the shares and customary conditions for this type of transaction, including the absence of the occurrence of events significant adverse, will then be carried out, at the same price as the one retained in the capital increase with preferential subscription rights.
Thus, the transaction can be completed, the shareholders of OneAccess receiving :
for half the shares Ekinops issued in compensation for their contribution on the basis of a reference price of 7.25 euros per share, adjusted to take account of the impact of the dilutive effect of the capital increases ;
for half by the payment of the sale price in cash.
The prospectus, including the terms and conditions of the capital increases, and a ” Document E “, describing the terms and conditions of the contribution referred to above, will be respectively the subject of visas and registration by the Autorité des marchés financiers (AMF).
The prospectus relating to the capital increase with preferential subscription rights will be made available to the shareholders of Ekinops prior to its launch.
The Document E, and the prospectus relating to the reserved capital increase will be made available to the shareholders prior to the extraordinary general meeting of the company to decide on the operations. The merger could be finalized during the 3rd quarter of 2017.
Ekinops is a leading provider of transmission solutions over optical fiber for telecommunications service providers.
The platform Ekinops 360 meets the needs of metropolitan networks, regional and long distances with a simple architecture and highly integrated. Ekinops is a leading innovator in the field of transport 100G thanks to a line of products consistent which optimizes actually the use of optical networks, and is compatible with its chassis, 1RU, 2RU and 7RU. The system Ekinops 360 is based on technology highly programmable T-Chip® (transport integrated in a chip) which allows rapid deployment, flexible and cost-effective new services for the optical transport for high-speed, high-speed. Using the class system operator Ekinops 360, users can simply increase capacity of their networks-CWDM, DWDM, Ethernet, ESCON, Fibre Channel, SONET/SDH or transport of uncompressed video (HD-SDI, SD-SDI, ASI).
The headquarters of Ekinops is located in Lannion, France, and the company has a subsidiary in the United States, Ekinops Corp.
Name : Ekinops
ISIN Code : FR0011466069
Mnemonic Code : EKI
Number of shares comprising the share capital : 7 369 797
More information on www.ekinops.net
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