Current report number: 49/2021
Data: 17 December 2021
The Management Board of OEX S.A. (the ‘Company’), with reference to ongoing reports Nos. 8/2021 and 48/2021, hereby informs whom it may concern that in result of the process of review of strategic options, on 17 December 2021, the Company’s Management Board took a decision on entering into, together with the remaining shareholders (the ‘Shareholders‘) in Divante S.A. (‘Divante‘), into a pre-contract concerning the sale of 100% of shares in the share capital of Divante (the ‘Contract‘) to Sappho Zweiundzwanzigste Holding GmbH with registered office in Linz (‘Sappho‘), a subsidiary of Cloudflight GmbH, with registered office in Munich. In accordance with the Contract, Sappho shall acquire 100% shares in Divante, and the Company and the Shareholders shall sell them to it. Currently, the Company holds 51.03% of shares in the share capital of Divante.
Pursuant to the provisions of the Contract, the preliminary price for 100% shares in Divante shall be PLN 175,069,990.00 (say: one hundred and seventy-five million sixty-nine thousand nine hundred and ninety Polish zlotys), subject to a possible selling price adjustment in relation to Divante’s net debt value and working capital as verified as at 31 December 2021, calculated in accordance with the rules laid down in the Contract. Additionally, on the basis of the terms and conditions of the Contract, the Company and the Shareholders shall be entitled to an earn-out payable in proportion to the shares in Divante sold in case in the calendar year 2021 Divante will have exceeded a pre-defined level of normalised EBITDA. The maximum amount of the possible earn-out payable to the Company and the Shareholders amounts to PLN 85,333,000.00 (say: eighty-five million three hundred and thirty-three thousand Polish zlotys).
Under the Contract, the Company and the Shareholders shall not carry out any business competitive to the business of Divante in the scope as described in detail in the Contract for a period of 24 months after the execution of the final contract. The Contract is unconditional and the Contract provisions, including the provisions concerning the assurances, guarantees and responsibilities made or given do not vary from the terms and conditions applied normally in this type of contracts.
The execution of the final contract in which 100% of the shares in Divante’s shares in the share capital shall be transferred is scheduled for January 2022.
Legal basis: Art. 17 (1) of the MAR Regulation
Signatures of Company’s representatives:
Tomasz Słowiński – Member of the Management Board
Tomasz Kwiecień – Member of the Management Board