EasyVista S.A. proposed to acquire remaining 24.92% stake in OTRS AG (DB:TR9) for ?8.1 million on November 22, 2024. The acquisition will be made by EasyVista S.A through Optimus BidCo AG. A cash consideration of ?8.12 million valued at ?17 per share will be paid by EasyVista S.A. Additionally, EasyVista S.A. concluded purchase agreement to acquire 75.08% stake in OTRS AG (DB:TR9) from Vbgm GmbH and Ux3 GmbH. Upon completion of the voluntary public takeover offer, OTRS AG will be delisted through a squeeze-out procedure. As of December 18, 2024, EasyVista S.A secured 90% stake in OTRS AG and will intend to launch a tender offer to acquire remaining 10% stake in OTRS AG for ?3.3 million. As of March 31, 2025, District Court of Frankfurt am Main, as competent registry court, has appointed the supervisory board of the Company with three new members of the supervisory board. On March 31, 2025, the management board of the Company has resolved the delisting of the Company with approval of the supervisory board dated 31 March 2025 and has terminated the inclusion of the Company?s shares in the open market (Freiverkehr) of the Frankfurt Stock Exchange by letter dated March 31, 2025. The termination period is three months, the inclusion of the shares in the Company in the open market (Freiverkehr) of the Frankfurt Stock Exchange (Basic Board) is therefore expected to end on June 30, 2025. In connection with the takeover of the Company by Optimus BidCo AG and the delisting, shareholders have the opportunity to sell their shares to Optimus BidCo AG in the period from April 7, 2025 until April 25, 2025 at a price of ?17 per share in a voluntary public takeover offer. Following the voluntary public tender offer, Optimus BidCo AG intends to request to carry out a squeeze-out procedure. As of May 8, 2025, OTRS AG announces that EasyVista SAS, has notified the Company that it holds 99.2% of the registered share capital of the Company. The Offeror will notify the Management Board of the Company separately of the amount of the appropriate cash compensation after completion of the necessary valuations. The Company will announce the date of the General Meeting at which a corresponding transfer resolution is to be adopted in accordance with the statutory requirements. The squeeze-out will only become effective after approval by the General Meeting of the Company and entry in the commercial register.
Marc Niclas, Matthias Hogh and Frank Wallbott of Eight Advisory Germany GmbH acted as financial and tax due diligence advisor to EasyVista S.A.
EasyVista S.A. proposed to acquire remaining remaining 24.92% stake in OTRS AG (DB:TR9) for ?8.1 million.
Published on 11/21/2024
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