TIDMSQS
RNS Number : 3873A
SQS Software Quality Systems AG
27 December 2017
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
27 December 2017
RECOMMED CASH OFFER
for
SQS SOFTWARE QUALITY SYSTEMS AG
by
ASSYSTEM SERVICES DEUTSCHLAND GmbH
(formerly Weilchensee 884. V V GmbH)
Offer Update - German Competition Clearance
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").
In particular, the Offer remained subject, amongst other things,
to the conditions set out in paragraph 2.1 of Part A of Appendix II
to the Offer Document relating to German and Austrian competition
authority clearances.
Bidco and SQS are pleased to announce that on 22 December 2016
Bidco received notice from the German Federal Cartel Office
(Bundeskartellamt) ("GFCO") that it has cleared the proposed
acquisition that is the subject of the Offer. This satisfied the
condition set out in paragraph 2.1.1 of Part A of Appendix II to
the Offer Document relating to German authority clearance.
Bidco and SQS expect Bidco to receive notice from the Austrian
Federal Competition Authority (Bundeswettbewerbsbehörde) ("AFCA")
within 4 weeks from 15 December 2017 (that is, before the first
closing date of the Offer of 22 January 2018), that the AFCA and
the Austrian Federal Cartel Prosecutor (Bundeskartellanwalt)
("AFCP") have both waived their right to initiate an in-depth
review of the proposed acquisition. This would satisfy the
condition set out in paragraph 2.1.2 of Part A of Appendix II to
the Offer Document relating to Austrian authority clearance.
The timetable set out in the Offer Document remains unchanged.
Unless otherwise stated, terms used in this announcement have the
same meanings as given to them in the Offer Document.
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
herein.
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
herein.
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 herein.
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 once it
has been despatched.
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.
Publication on website
A copy of this announcement together with the Offer Document
will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on SQS's website at
www.sqs.com/en/offer.php by no later than 12:00 noon on the
Business Day following this announcement until the end of the Offer
Period.
Neither the content of SQS's websites nor the content of any
websites accessible from hyperlinks on such website (or any other
websites) are incorporated into, or form part of, this announcement
nor, unless previously published by means of a Regulatory
Information Service, should any such content be relied upon in
reaching a decision regarding the matters referred to in this
announcement.
In addition, 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.
Application of the Code and dealing disclosure requirements
SQS is a German registered company whose shares are traded on
AIM and it is therefore not subject to the Code. Accordingly, SQS
Shareholders and others dealing in SQS Shares are not obliged to
disclose any of their dealings under the provisions of the Code.
However, market participants are requested to make disclosures of
"dealings" as if the Code applied and as if SQS were in an "offer
period" under the Code. Disclosures made in relation to relevant
securities of SQS should be released via a Regulatory Information
Service using the headline "Document re: SQS". The headline "Form
8/8.3" should not be used. Any question regarding completion of
these forms should be raised with Numis (on +44 (0) 207 260
1000).
SQS's website contains the form of disclosure requested. If you
are in any doubt as to whether or not you should disclose
"dealings", you should contact an independent financial adviser
authorised by the Financial Conduct Authority under the Financial
Services and Markets Act 2000 (as amended) (or, if you are resident
in a jurisdiction other than the United Kingdom, a financial
adviser authorised under the laws of such jurisdiction). The
guidance set out below follows the requirements of Rule 8 of the
Code.
Any person who is "interested" in one per cent. or more of any
class of "relevant securities" of SQS or of any "securities
exchange offeror" (being any "offeror" other than an "offeror" in
respect of which it has been announced that its "offer" is, or is
likely to be, solely in "cash") is requested to make an "Opening
Position Disclosure" following the commencement of the Offer Period
which began upon the announcement of the Offer.
An "Opening Position Disclosure" should contain details of the
person's "interests" and short positions in, and rights to
subscribe for, any "relevant securities" of each of (i) SQS and
(ii) any "securities exchange offeror(s)". Persons requested to
make an "Opening Position Disclosure" are requested to make such
"Opening Position Disclosure" by no later than 3:30 p.m. on the
tenth "business day" following the announcement of the Offer.
Relevant persons who undertake "dealings" in the relevant
securities of SQS or a "securities exchange offeror" prior to the
deadline for making an "Opening Position Disclosure" are requested
instead to make a "Dealing Disclosure".
If any person is, or becomes "interested" (directly or
indirectly) in one per cent. or more of any class of "relevant
securities" of an "offeree" or of any "securities exchange
offeror", all "dealings" in any "relevant securities" of that
"offeree" or of any "securities exchange offeror" (including by
means of an option in respect of, or a derivative referenced to,
any such "relevant securities") should be publicly disclosed in a
"Dealing Disclosure" by no later than 3:30 p.m. on the "business
day" following the date of the relevant transaction. These
requested disclosures should continue until the date on which any
"offer" becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the Offer Period
otherwise ends. A "Dealing Disclosure" should contain details of
the "dealing" concerned and of the person's interests and short
positions in, and rights to subscribe for, any "relevant
securities" of (i) SQS and (ii) any "securities exchange offeror",
save to the extent that these details have previously been
disclosed.
Accordingly, in the case of both an "Opening Position
Disclosure" and any "Dealing Disclosure", disclosures of interests
in the shares of SQS are requested to be made.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of SQS or a "securities exchange offeror",
they should be regarded to be a single person for these
purposes.
"Opening Position Disclosures" will be made by SQS and by any
"offeror", and all "dealings" in "relevant securities" of SQS by
SQS, by any "offeror" or by any persons "acting in concert" with
any of them, will be disclosed in a "dealing disclosure" by no
later than 12 noon on the "business day" following the date of the
relevant transaction.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of "securities". In particular, a person will be
treated as having an "interest" by virtue of the ownership or
control of "securities", or by virtue of any option in respect of,
or derivative referenced to, "securities".
Terms in quotation marks are defined in the Code, which can be
found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk. If you are in any doubt as to whether
the request to disclose a "dealing" by reference to the above
applies to you, you should contact an independent financial adviser
authorised by the Financial Conduct Authority under the Financial
Services and Markets Act 2000 (as amended).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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