Ymagis Société Anonyme signed an agreement to acquire dcinex S.A. from EVS Broadcast Equipment S.A., GIMV NV, BIP Investment Partners S.A., and certain employee-shareholders for approximately 140 million.
July 21, 2014 at 12:00 am EDT
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Ymagis Société Anonyme (ENXTPA:MAGIS) signed an agreement to acquire dcinex S.A. from EVS Broadcast Equipment S.A. (ENXTBR:EVS), GIMV NV (ENXTBR:GIMB), BIP Investment Partners S.A., and certain employee-shareholders for approximately 140 million on July 21, 2014. The consideration involves cash of 5 million, 0.70 million new Ymagis shares and 15.4 million in Ymagis bonds, which have a maximum maturity of 5 years. These bonds are associated with warrants. On the transaction date, dcinex will also repay most of the subordinated loans granted to dcinex by its current shareholders for a total amount of approximately 12.9 million. The remainder will be repaid during the year following the transaction date. Repayment will be financed partly by YMAGIS own cash and partly by dcinex cash. dcinex has a net debt of 113 million. dcinex S.A. had revenues of 92.3 million, EBITDA of 31.4 million, total assets of 170 million, EBIT of 10.4 million, net income of 0.9 million and total equity of 20.1 million in 2013.
Pursuant to an agreement, Ymagis will acquire upon closing all shares and warrants issued by dcinex. Serge Plasch, Chief Executive Officer and Managing Director of dcinex will leave dcinex and Jean Mizrahi, current Chairman of YMAGIS, will become the Managing Director of dcinex. The signature of final documentation and the execution of the transaction should take place in the coming weeks, subject to usual precedent conditions, subject to approval by the General Meeting of Ymagis shareholders, agreement of all the financing banks of dcinex and approval by the competition authorities. As of October 20, 2014, Ymagis shareholders approved the transaction.
Nicolas Martin of Aurel BGC, Jérôme Guirauden of EY TS and Nadine Veldung, Laurence de Rosamel and Héloôse Gouget of Oddo Corporate Finance acted as financial advisors to Ymagis Société Anonyme. Laurent Bensaid, Laura Vanhoutte, Véronique Gédéon, Jennifer Pernet and Eric Quentin of Hoche Société d'Avocats acted as legal advisors to Ymagis Société Anonyme. Henri Tack of Tack acted as legal advisor to the sellers. Johan Mouraux, Mimsy Van Bokkelen, Kristof Slootmans, Denis-Emmanuel Philippe, Emilie Vuillin, Manuela Baldan and Laurence Masseran of DLA Piper France acted as legal advisor to dcinex.
BIP Investment Partners SA (BIP) is a Luxembourg-based investment company focused on investing in listed and not listed companies which are active in Luxembourg and the neighboring regions, France and Germany. The Companyâs investment portfolio includes such investments as RTL Group,Nanogate, SES-Global, Domain Invest, Escaux, EuroDNS, IP Casting, Key-Systems, Telecom Luxembourg, Enzymotec, Coller Inernational Partners IV, Field, Hamilton Lane Co-Investment Fund L.P. (HLCIF), Life Science Partners III, LSP IV, Mangrove II & III, Pinova, and Saarlandische Wagnisfinanzierungsgesellschaft (SWG). BIP Investment Partners SA has three subsidiaries: BIP Venture Partners SA SICAR, BIP Participation Partners, S.a r.l. and GLN Investment. In October 2013, together with Pinova Capital GmbH the Company acquired Utimaco Safeware AG.
Ymagis Société Anonyme signed an agreement to acquire dcinex S.A. from EVS Broadcast Equipment S.A., GIMV NV, BIP Investment Partners S.A., and certain employee-shareholders for approximately €140 million.