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Coheris: COHERIS: DOPA News Release



  • Agreement to acquire by ChapsVision 17.98% share in Coheris
  • Publish a proposed acquisition bid followed, if applicable, by pressing out, at a cost of € 2.20 per Coheris share (dividend attached)

Suresnes, May 21, 2019

Coheris (Euronext Paris: COH – ISIN FR0004031763), a leading French publisher of CRM solutions (customer relationship management and information management) and Analytics (performance management and forecasting applications) announces that its Board of Directors is meeting today to take notice of & # The application for draft possession followed, if applicable, from pressing, the company ChapsVision intends to deposit on Coheris shares, at a price per share of 2.20 euros (attached dividend) t[1]() offer ").

ChapsVision is a company wholly owned by ChapsHolding, a holding company owned by Olivier Dellenbach and his wife. Olivier Dellenbach is the founder of eFront, the leading provider of alternative asset software solutions, sold in March 2019 to BlackRock t.

The purchase price offered in the Motion represents a premium of 21.5% on the closing price on May 21, 2019 and a premium of 21.5% on the average price to be weighted with volume at 3 months.

This Voluntary Offer project will be announced following an agreement today on the acquisition of Coheris shares, including 17.98, by DevFactory of DevFactory. % of share capital, at a price per share of 2.20 euro.

As a result, after completing the procurement, which should take place in the next few days, ChapsVision, which does not currently have shares, will hold 1,022,119 Coheris shares representing so many voting rights, or 17.98% of & # The capital and 17.47%2 voting rights of this company.

A DevFactory representative on the Coheris Board of Directors expressed his willingness to resign his mandate effectively on the day the block sale was completed. It will be offered to the next board of directors to co-opt Olivier Dellenbach in place.

As part of the Offer proposal, ChapsVision has also entered into an agreement with Coheris's top managers where the latter is committed to providing the Offer with all Coheris shares available, ie 3.3% The capital of the latter (excluding free shares in a vesting period or holding, which will be subject to liquidity contracts), as well as reinvesting a share of the proceeds from the sale of shares of such kind in ChapsVision t at the end of the year. the Motion. The terms and conditions of this reinvestment will be further detailed in the Offer documents.

This draft Proposal is not subject to any precedent of conditions. However, it is remembered that, in accordance with the provisions of Article 231-9 of the AMF General Regulation, the Motion will cease if, on the closing date, the Bidder does not hold a number. o shares. shares representing a fraction of the Company's capital or voting rights exceeding 50%.

The Motion will be followed by pressing out if the legal and regulatory conditions that apply (taking into account in particular the "Pact" law) are fulfilled.

The Coheris Board of Directors will meet on 24 May, 2019 to appoint an independent expert to report on the financial terms of the proposed Motion in accordance with Articles 261-1 I, 2 ° and 4 ° and II. of the General Autorité des Marchés Financiers Regulations AMF The name of the independent expert will be announced as soon as it is appointed.

The Coheris Board of Directors will then meet to determine the interest of the Motion and its results for Coheris, its shareholders and employees, in the light of the findings of the independent expert's report. referred to above and the opinion given by Coheris staff representative bodies.

It is noted that the completion of the Proposal is subject to the AMF's compliance decision on the Proposed Proposal and, in particular, the financial terms of the Proposal (including the squeeze).

ChapsVision intends to file the draft Proposal with AMF in the coming weeks.

Contact Coheris :Contact ChapsVision:
Jean François MenagerACTIFIN
Deputy Director General76 rue Saint-Lazare, 75009 Paris
T +33 (0) 1 57 32 61 24T + 33 (0) 1 56 88 11 11
jfmenager@coheris.com

warning

The statement to this press does not offer an offer to purchase securities. The Motion shall be made only in accordance with the Offer Document which shall contain the full terms and conditions of the Motion. The proposal's documents will be submitted to the AMF to review them and the Offer will be opened only after having an AMF compliant resolution. Any decision relating to the Proposal must be based entirely on the information contained in the offer documents.

This news release has been prepared for information purposes only. The distribution of this statement to the press, the Offer and its reception may be subject to certain regulations or restrictions in some countries. The Proposal is not intended for people subject to such restrictions. As a result, people with this press release are required to learn about and comply with any local restrictions that may apply.

Coheris is not responsible for anyone who breaks these limits.


[1] It is remembered that the Board of Directors proposed at the next Combined General Meeting to be held on 26 June 2019, will distribute a dividend distribution of € 0.03 per Coheris share.

2 Incorporation of shares with double voting rights



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