Prodware (ENXTPA:ALPRO) entered into a binding term sheet to acquire Qurius Czech Republic, Qurius Netherlands and the QIPtree operations from Qurius N.V. (ENXTAM:QRIUS) for €12.5 million on July 30, 2012. The consideration consists of €1 million in cash, €2 million in Prodware stock and the assumption by Prodware of €9.5 million of outstanding debts of Qurius. In a related transaction, Prodware (ENXTPA:ALPRO) entered into a binding term sheet to acquire Qurius UK Ltd and Qurius Deutschland AG from Qurius N.V. (ENXTAM:QRIUS) for €6 million on July 31, 2012. Prodware will acquire the Qurius operations as they are, including all employees and customer contracts.

A break fee of €0.5 million is payable by Prodware to Qurius in the event that Prodware does not comply to the deal. Also, break fee of €0.5 million is payable by Qurius to Prodware if Qurius does not comply with its commitment to convene an EGM in connection with the transaction prior to October 31, 2012 or if Qurius terminates this term sheet other than pursuant to a more beneficial offer or pursuant to Qurius or Prodware invoking another condition precedent to the completion of the deal listed in the Term Sheet the occurrence of which is beyond the reasonable control of Qurius.

The deal is subject to conditions like no alternative offer has been made for the targets, shareholder approval at the Extraordinary General Meeting of Qurius, third party consents, completion of due diligence by Prodware, satisfactory to Prodware, required securities and regulatory notices and approvals have been obtained, no government orders, rules, regulations or injunctions prohibiting the deal, all required employee consultation requirements have been fulfilled, all required merger control clearances have been obtained, approval by Qurius' debt providers and Board and Supervisory Board approvals by Qurius and Prodware. The deal is alos subject to conclusion of final transaction documentation and competition clearance, to the extent required.

Both the Executive Board and the Supervisory Board have unanimously determined after taking into account the interests of Qurius' shareholders, employees and other stakeholders, to support and to recommend the Transaction to Qurius' shareholders. The deal has been approved by Qurius' debt providers. The EGM will be held on October 4, 2012. Nico Dijkstra, Khalid Bakkali, Bart de Vries, Leonie Baneke, and Ivo Groen of NIBC Bank N.V. acted as financial advisor for Qurius N.V. Duff and Phelps provided fairness opinion to Qurius. Patrick Abensour of Bellot Mullenbach & Associés acted as financial due diligence provider while Philip van Verschuer and Mark Krestin of Loyens & Loeff acted as legal advisor to Prodware.

Prodware (ENXTPA:ALPRO) completed the acquisition of Qurius Czech Republic, Qurius Netherlands and the QIPtree operations from Qurius N.V. (ENXTAM:QRIUS) on October 15, 2012. Creditors agreed to cut their €9.5 million debt by €1.5 million. As of March 25, 2013, Qurius will no longer exist and the company will be known as Prodware.