Technip entered into exclusive negotiations with Cybernetix’s reference shareholders to acquire all of their shares in Cybernetix, which represents 45.7% of the share capital for a price of EUR19 per share and would enable a:
— friendly industrial partnership, with the strong support of Cybernetix’s management and reference shareholders; and
— strategic transaction for Technip, which would benefit from Cybernetix’s know-how and technological expertise in designing, manufacturing and deployment of robotic systems in harsh environments.
On Thursday November 3, 2011, Technip received an exclusive commitment from Gilles Michel, its holding Askoad Conseil, Comex SA and Sercel Holding for the contemplated purchase of all of their interest in the share capital of Cybernetix SA (i.e., 45.7% of the share capital) at EUR19 per share, representing approximately EUR14.1 million for the sold blocks of shares.
This acquisition remains subject to the prior information and consultation of Cybernetix’s employee representatives, who, on November 3, 2011, were convened to a consulting meeting to be held on November 14, 2011.
In the event that, on November 14, 2011, Cybernetix’s employee representatives render their opinion on this acquisition and following the acquisition of the aforementioned blocks of shares, Technip, in the following days, would file a takeover bid project for all of the remaining Cybernetix shares at the same price of EUR19 for each Cybernetix share in accordance with French market regulations.
This transaction will value 100% of Cybernetix shares at approximately EUR30.9 million.
The proposed takeover bid will remain subject to the control of the French Autorite des Marches Financiers.
[mappress]
Source: Technip, November 4, 2011