Main shareholder of ADB Holdings S.A. presents tender offer to take the company private

Main shareholder of ADB Holdings S.A. presents tender offer to take the company private

Geneva - 3 November 2014

Advanced Digital Broadcast Holdings S.A. (SIX: ADBN) reported today that the company's largest shareholder, 4T S.A., which is currently holding 45.7% of the outstanding shares, pre-announced a public tender offer for all shares of ADB Holdings S.A not already held by 4T S.A. The pre-announcement envisages an offer of CHF 15.50 per share, corresponding to a premium of 34% percent with respect to the last closing price of Friday 31 October 2014 (CHF 11.55) and a premium of 20% with respect to the volume-weighted average share price of ADB Holdings shares on the SIX Swiss Exchange over a 60 trading days prior to the date of the pre-announcement (CHF 12.89).

After having analysed the 4T S.A.'s offer, ADB Holdings's Board of Directors, which for the purpose of this particular situation consists of the independent directors only, supports 4T S.A.'s offer and concludes that going private is a preferred option for the company's future development. ADB Group is in the process of changing its business model away from the current hardware-based products towards software, systems and services. Even though the process is underway, it is envisaged to take a relatively long time during which the operational results will likely be unsteady. Consequently, ADB Group will not be able to provide the stability and predictability desirable for a publicly listed company. The Board of Directors will therefore recommend that shareholders tender their shares in the offer and will outline its position in a report to be published in the offer prospectus.

4T S.A.'s public tender offer for all ADB Holdings S.A. publicly held shares is expected to run from 20 November 2014 to 17 December 2014, with anticipated settlement date on or about 27 January 2015.

Simultaneously with the 4T S.A. offer, ADB Holdings will also launch its own share repurchase program, for up to 10% of ADBH all shares outstanding, or 502,589 shares. ADBH offer price will be the same as the public tender offer of 4T S.A., while the offer settlement is expected to take place on or about 23 December 2014, provided that the offer conditions are met. The documentation and additional information about the 4T S.A. offer can be found at http://www.public-takeover.ch.

This document is neither a pre-announcement for nor an offer to buy or sell shares. The offer is made through the offer documentation (see the above link) and in accordance with offer restrictions set out at the end of this press release.

This press release and further information on ADB Group can be found on the Group's website at www.adbholdings.com

For further information please contact:

Alessandro Brenna, CFO

Tel : [phone]

[e-mail]

Tina Nyfors, IR/Group Communications

Tel: [phone]

[e-mail]

-end-

About ADB Group (SIX: ADBN)

ADB Group (www.adbholdings.com) was founded in 1995 and is a leading developer and supplier of solutions required to view and interact with digital TV broadcast through cable, satellite, terrestrial and IP networks, as well as products and systems for broadband data communication business. The Group today sells a broad range of products and services, including connected home multimedia solutions, software, consumer premises devices, consulting and engineering services and after sales services for digital pay-TV broadcast operators and broadband network operators. The Group's sales are conducted through the brand of ADB (www.adbglobal.com), and the trademarks of i-Can, Epicentro and Carbo.

This press release contains forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements due to various factors, among which:

• future developments of the world digital TV and broadband markets, in particular the future demand for digital TV and broadband products in the key markets and from key customers served by our Group;
• pricing pressures, competitive market situation;
• our and the industry's capability to successfully and timely innovate and develop challenging technology, and our capability to hire and retain high-level employees;
• changes in the exchange rates between the US$ and the main other operating currencies of the Group, including the Euro, Swiss Franc and the Polish Zloty;
• our ability in an intensive competitive environment, to continue securing orders from existing or new customers and to achieve our pricing expectations for products for which we have or are currently investing into development;
• the ability of our suppliers to meet our demands for supplies, qualitatively or quantitatively, and to offer competitive pricing;
• our gross margin could vary significantly from expectations based on changes in revenue levels, product mix and pricing, changes in unit costs, and the timing and execution of shipments ramp-ups;
• changes in the economic, tax, social or political environment, including import and other duties, military conflict, terrorist activities, as well as natural events such as severe weather, health risks, epidemics or earthquakes in the countries in which we, our key customers and our suppliers operate;
• our ability to obtain required licenses on third-party intellectual property on reasonable terms and conditions, the impact of potential claims by third parties involving intellectual property rights relating to our business, and the outcome of potential related litigations;
• the results of actions by our competitors, including new product offerings and our ability to react thereto.

Advanced Digital Broadcast Holdings SA undertakes no obligation to publicly update or revise any forward-looking statements. Advanced Digital Broadcast Holdings SA reserves the right to amend the information at any time without prior notice.

The information contained in this press release may not be considered as being a substitute for economic, legal, tax or other advice and you are cautioned to base investment decisions or other decisions on the content of this release. You are recommended to consult your investment advisers or other advisers prior to making any decision.

This press release is not an offer of securities for sale or a solicitation to invest in Advanced Digital Broadcast Holdings SA securities. In particular, it is not an offer of securities for sale in the United States of America, its territories and possessions. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Advanced Digital Broadcast Holdings SA does not intend to register its securities in the United States of America.

OFFER RESTRICTIONS applicable to the public tender offer of 4T S.A. and the Repurchase offer of ADB Holdings S.A.

U.S. Sales Restrictions

The combined public offer described in the offer documentation (the "Combined Offer") is not being made directly or indirectly in or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America and may only be accepted outside the United States of America. This includes, but is not limited to, facsimile transmission, telex or telephones. The offer prospectus and any other offering materials with respect to the Combined Offer may not be distributed in nor sent to the United States of America and may not be used for the purpose of soliciting the sale or purchase of any securities of ADB Holdings S.A. ("ADBH"), from anyone in the United States of America. Offerors are not soliciting the tender of securities of ADBH by any holder of such securities in the United States of America. Securities of ADBH will not be accepted from holders of such securities in the United States of America. Any purported acceptance of the Combined Offer that Offeror or its agents believe has been made in or from the United States of America will be invalidated. Offeror reserves the absolute right to reject any and all acceptances determined by it not to be in the proper form or the acceptance of which may be unlawful. A person tendering securities into this Combined Offer will be deemed to represent that such person (a) is not a U.S. person, (b) is not acting for the account or benefit of any U.S. person, and (c) is not in or delivering the acceptance from, the United States.

United Kingdom

The offer documents in connection with the Combined Offer are not for distribution to persons whose place of residence, seat or usual place of residence is in the United Kingdom. This does not apply to persons who (i) have professional experience in matters relating to investments or (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 in the United Kingdom or (iii) to whom it may otherwise lawfully be passed on (all such persons together being referred to as "relevant persons"). The offer documents in connection with the Combined Offer must not be acted on or relied on by persons whose place of residence, seat or usual place of residence is in the United Kingdom and who are not relevant persons. In the United Kingdom any investment or investment activity to which the offer documents relate is available only to relevant persons and will be engaged in only with relevant persons.

Other Jurisdictions

The Combined Offer referred to herein is not directly or indirectly made in a country or jurisdictions in which such offer would be illegal, otherwise violate the applicable law or an ordinance or which would require the Offerors to change the terms or conditions of the Combined Offer in any way, to submit an additional application to or to perform additional actions in relation to any state, regulatory or legal authority. It is not intended to extend the Combined Offer to any such country or such jurisdiction. Documents relating to the Combined Offer must neither be distributed in such countries or jurisdictions nor be sent to such countries or jurisdictions. Such documents must not be used for the purpose of soliciting the purchase of securities of ADBH by anyone from such countries or jurisdictions.

Forward Looking Statements

The offer documents contain forward looking statements, such as statements regarding developments, plans, intentions, estimates, expectations, beliefs, potential effects or the description of future events, prospects, revenues, results or situations. These are based on the current expectations, beliefs and assumptions of the Offerors. They are uncertain and may materially differ from the actual facts, situation, effects or developments. Subject to article 17(2) of the Takeover Ordinance, Offerors do not assume any responsibility to update such statements or to adjust them to any future events or developments.

Press release (PDF)

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