STOCKHOLM, July 19, 2023 /PRNewswire/ — ASSA ABLOY intends to, through its subsidiary HID Global SAS (“HID”), and subject to certain customary and regulatory conditions, purchase approximately 98.5 percent of the shares of EVOLIS S.A. (“Evolis” or the “Company”), a Euronext Growth company listed in Paris and a leading French manufacturer of ID card printers and consumables.
HID has entered into (i) a put option agreement with the shareholders of Cedys & Co S.A.S. (“Cedys”) for all of the Cedys’ shares, noting that Cedys owns approximately 84.4 percent of the Evolis shares and voting rights (i.e. 4,407,707 shares) and (ii) a share purchase agreement for the sale by Crédit Mutuel Equity SCR and Crédit Mutuel Innovation of 14.0 percent of the shares (i.e. respectively 732,632 and 10 shares) to HID, which would result in a combined purchase price for the two transactions noted in (i) and (ii) above of approximately EUR 224.9 million for 98.5 percent of the Evolis shares (i.e. 5,140,349 shares), which is equivalent to a purchase price per Evolis share of EUR 43.75 (the “Acquisition”).
The purchase price represents a premium of approximately 36 percent over Evolis’ volume-weighted average share price on Euronext Growth Paris during the last 60 traded days up to and including July 17th, 2023, of 32.30 EUR.
After the completion of the Acquisition, HID would own approximately 98.5 percent of the share capital and voting rights of the Company, (i.e. 5,140,349 shares) and would then launch a mandatory public tender offer (OPAS-RO)[1] shortly thereafter for the remaining 1.5 percent outstanding shares of Evolis (the “Offer”) (i.e. 80,471 shares)[2] (at the same purchase price per Evolis share as for the Acquisition, i.e., EUR 43.75 per Evolis share, subject to the Evolis’ board of directors opinion on the terms of the Offer, which would account for a fairness opinion report on the Offer from an independent appraiser). The Offer would be subject to the AMF’s clearance decision (French Financial Markets Authority – AMF – Autorité des Marchés Financiers).
After the closing of the Offer, HID would intend to implement, in accordance with the provisions of the General Rules (Règlement Général) of the AMF, a squeeze-out procedure for the remaining outstanding shares of the Company.
Evolis develops, manufactures, and sells printers and software for personalization of physical credentials. Through a well-established channel network Evolis has built a well-established global market position in the instant issuance of physical credentials including ID cards, access control badges, payment cards and other personalized credentials.
Evolis was established in 1999 and has some 380 employees. The company is headquartered in Angers, France. The Company is listed on Euronext Growth in Paris.
“I am looking forward to welcoming Evolis into the ASSA ABLOY Group. Evolis would be a good technological addition to the ASSA ABLOY Group and would reinforce our current offering within the secure issuance business” says Nico Delvaux, President and CEO of ASSA ABLOY.
“It would be a pleasure to welcome Evolis to the HID family” says Björn Lidefelt, Executive Vice President and Head of Global Technologies business unit HID Global. “Joining forces with a strong industry player like Evolis would enable us to better meet our customers’ needs and provides complementary growth opportunities across product, geographical and vertical market presence”.
Conditions to the Acquisition
The Acquisition is conditional upon customary closing conditions and regulatory approval and would be expected to close during the third quarter of 2023.
Financial effects for ASSA ABLOY
Assuming all the free float would be tendered to the Offer, the total amount paid for the Acquisition and the Offer would amount to approximately EUR 228.4 million.
For 2022 Evolis’ sales amounted to EUR 112 million with a strong EBIT-margin. The acquisition would be accretive to EPS from the start.
For more information, please contact:
Nico Delvaux, President and CEO, tel. no: +46 8 506 485 82
Erik Pieder, CFO and Executive Vice President, tel. no: +46 8 506 485 72
Björn Tibell, Head of Investor Relations, tel. no: +46 70 275 67 68, e-mail: [email protected]
About ASSA ABLOY
The ASSA ABLOY Group is the global leader in access solutions. The Group operates worldwide with 52,000 employees and sales of SEK 121 billion. The Group has leading positions in areas such as efficient door openings, trusted identities and entrance automation. ASSA ABLOY’s innovations enable safe, secure and convenient access to physical and digital places. Every day, we help billions of people experience a more open world.
[1] OPAS: simplified tender offer according to Art. 233-12 of the RGAMF as HID will own more than 50 percent of the shares and voting rights of Evolis at the time the tender offer is initiated.
[2] Excluding 3,542 free shares which will be issued between 2024 and 2025.
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SOURCE ASSA ABLOY
