Current report number: 24/2019
Data: 19 July 2019
Art. 17 (1) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (‘MAR’).
Content of the report:
With reference to Ongoing report No. 11/2019 dated 25 February 2019, Ongoing report No. 15/2019 dated 08 April 2019, and Ongoing report 16/2019 dated 20 May 2019, the Management Board of OEX S.A. (‘Company’ or ‘Issuer’) hereby wishes to advise whom it may concern that today, i.e. on 19 July 2019, the Company has received from Offsite Archive Storage & Integrated Services Ltd. (hereinafter referred to as the ‘Investor’ or ‘OASIS’) a final offer (hereinafter referred to as the ‘Offer’) of the purchase of 4,250,000 shares in ArchiDoc S.A. (hereinafter referred as ‘ArchiDoc’) constituting 100% of the share capital of ArchiDoc (hereinafter referred to as the ‘Transaction’).
The offer is based on a comprehensive potential valuation of the company equal to PLN 85,000,000 (eighty-five million Polish zlotys), comprising the preliminary selling price and contingent additional payments depending on the future performance of the company.
The preliminary selling price presented in the Offer made will be the amount of PLN 70,000,000 (seventy million Polish zlotys), assuming a normal level of the working capital, as well as no cash and no debt on the part of ArchiDoc. Pursuant to the Offer, the above-mentioned selling price less PLN 3,500,000 (three million five hundred thousand Polish zlotys) will be paid by the Investor to the Issuer on the transaction finalisation day. At the same time, on the same day the remaining amount, i.e. PLN 3,500,000 (three million five hundred thousand Polish zlotys), will be paid to an escrow account by the Investor and will be payable to the Company in an amount from zero and PLN 3,500,000 in case ArchiDoc in 2019 has generated EBITDA at the level in the range from PLN 7,000,000 (seven million Polish zlotys) – a minimum value, and PLN 7,500,000 (seven million five hundred thousand Polish zlotys) – a maximum value, as calculated on a linear basis in relation to EBITDA in that range. The Offer assumes that the final deadline for the payment of the funds at the escrow account to the Company shall be 30 April 2020.
The amount of the contingent additional payments will depend on the generation by ArchiDoc in the periods from 01/11/2019 to 30/10/2020 and from 01/11/2020 to 30/10/2021 of EBITDA exceeding the defined levels, whereby the total amount of the contingent additional payments as defined in the Offer shall not exceed PLN 15,000,000 (fifteen million Polish zlotys).
The transaction completion conditions specified by OASIS are as follows:
Pursuant to the Offer, OASIS will have exclusivity as regards the negotiations with the Company on the finalisation of the Transaction until 30 September 2019.
The Company hereby acknowledges that the terms and conditions presented in the Offer are acceptable and intends to start work jointly with the Investor on the finalisation of the Transaction.
Further information concerning the proceedings of the Transaction shall be provided by the Company in subsequent notices.
Signatures of Company’s representatives:
Tomasz Słowiński – Member of the Management Board
Robert Krasowski – Member of the Management Board