Technip entered into exclusive negotiations with Cybernétix's reference shareholders to acquire all of their shares in Cybernétix, which represents 45.7% of the share capital for a price of €19 per share.
This would enable a:
- friendly industrial partnership, with the strong support of Cybernétix's management and reference shareholders; and
- strategic transaction for Technip, which would benefit from Cybernétix's know-how and technological expertise in designing, manufacturing and deployment of robotic systems in harsh environments.
On Thursday November 3, 2011, Technip received an exclusive commitment from Gilles Michel, its holding Askoad Conseil, Comex SA and Sercel Holding for the contemplated purchase of all of their interest in the share capital of Cybernétix SA (i.e., 45.7% of the share capital) at €19 per share, representing approximately €14.1 million for the sold blocks of shares.
This acquisition remains subject to the prior information and consultation of Cybernétix's employee representatives, who, on November 3, 2011, were convened to a consulting meeting to be held on November 14, 2011.
In the event that, on November 14, 2011, Cybernétix's employee representatives render their opinion on this acquisition and following the acquisition of the aforementioned blocks of shares, Technip, in the following days, would file a takeover bid project for all of the remaining Cybernétix shares at the same price of €19 for each Cybernétix share in accordance with French market regulations.
This transaction will value 100% of Cybernétix shares at approximately €30.9 million.
The proposed takeover bid will remain subject to the control of the French Autorité des Marchés Financiers.