SYSOPEN DIGIA ACQUIRES SENTERA
SysOpen Digia Plc STOCK EXCHANGE RELEASE 31 May 2006 at 9.10 a.m.
SYSOPEN DIGIA ACQUIRES SENTERA
SysOpen Digia Plc (SysOpen Digia) and the main shareholders of Sentera Plc
(Sentera) holding in total 77.39 per cent of the share capital and votes of
Sentera have today agreed that SysOpen Digia will acquire all shares of Sentera
held by these main shareholders.
SYSOPEN DIGIA PURCHASES SENTERA SHARES FROM THE MAIN SHAREHOLDERS
SysOpen Digia and the main shareholders of Sentera (Finnventure Rahasto V Et Ky,
Finnventure Rahasto V Ky, Finnventure Rahasto IV Ky, Oy Etra Ab, Markku Toivanen,
Jorma Kohonen, Ilkka Pärssinen, Asko Hakonen, Rolf Backlund, Kari Katajamäki and
Oy Knowledge Connection Ab) have today agreed that SysOpen Digia will acquire
10,275,752 shares in Sentera held by these shareholders, which represent in
aggregate 77.39 per cent of the share capital and votes in Sentera. The share
trades will be effected on the Helsinki Stock Exchange today on 31 May 2006.
The purchase price received by the main shareholders of Sentera will be EUR 3.20
per share consisting of a cash consideration of approximately EUR 2.56 per share
and 0.175 shares of SysOpen Digia. The share consideration is based on SysOpen
Digia's volume weighted average price on May 30, 2006 (EUR 3,67), which equals a
value of approximately EUR 0,64. The aggregate purchase price will be EUR 32.9
million, including 1 798 252 new shares of SysOpen Digia. The consideration is
24.5 per cent above the previous closing price of Sentera share on 29 May 2006
and 27.0 per cent above the 12-month volume weighted average price of Sentera
share during the period 30 May 2005 - 30 May 2006.
CASH OFFER TO REDEEM REMAINING SHARES
Subsequent to the above share purchases, SysOpen Digia's holding exceeds two
thirds of the votes in Sentera. Upon completion of the share purchases SysOpen
Digia will be obliged to make a mandatory offer for the remaining shares and
share options of Sentera pursuant to the Finnish Securities Market Act. It is the
intention of SysOpen Digia to begin the mandatory offer as soon as possible after
the completion of the share purchases from the main shareholders. As
consideration SysOpen Digia will pay EUR 3.20 per share in cash for each share of
Sentera. The holders of share options of Sentera will be offered either cash or
alternatively conversion into SysOpen Digia's stock option programme.
The intention of SysOpen Digia is to acquire all shares of Sentera and to apply
for the delisting of the Sentera shares from the NM-list of the Helsinki Stock
Exchange.
TRANSACTION STRENGTHENS REMARKABLY SYSOPEN DIGIA'S MARKET POSITION
SysOpen Digia's current strategic targets are to ensure growth in current
business, leveraging key competences in developing new products and services and
expanding to new business areas with existing and new competences. SysOpen
Digia´s long-term objective for revenue growth is over 25 % CAGR p.a.
SysOpen Digia provides a comprehensive set of products and services for its
customers covering the entire life cycle of integrated business solutions.
SysOpen Digia´s goal is to be the forerunner in ICT business solutions enabling
enterprise mobility.
By acquiring the shares in Sentera SysOpen Digia strives at enlarging and
strengthening SysOpen Digia´s integrated business solutions. The acquisition will
provide SysOpen Digia with seasoned product business and strengthens high-value-
added professional services in the following areas:
- Enterprise mobile solutions
- ERP and ERP integration
- Supply chain management
- Multi-channel solutions
- Business intelligence solutions
- Customer specific solutions
- Application and service outsourcing
The transaction strengthens SysOpen Digia's business domain know-how especially
in industry, trade and logistics verticals. This will create a unique position in
the integrated retail value chain by strengthening the full-scale product and
service offering.
The integration of Sentera with SysOpen Digia will provide good opportunities for
business synergies. Annual synergies are expected to exceed EUR one million
effective on fiscal year 2007.
"We see excellent strategic match between the businesses of SysOpen Digia and
Sentera. We believe that the future integration will provide solid value to our
customers, personnel and shareholders. We respect Sentera's largely recognised
knowledge within the industry and will continue the strong development of the
company's business as well as its highly skilled personnel. This transaction is
also well aligned with SysOpen Digia's short and long term growth and
profitability targets." Chief Executive Officer of SysOpen Digia Jari Mielonen
outlines.
FINANCING
SysOpen Digia finances the transaction through its cash reserves and additional
debt financing from Sampo Bank.
CONSOLIDATED INCOME STATEMENTS AND BALANCE SHEETS 2005 AND Q1/2006
SYSOPEN DIGIA PLC KEY FIGURES (EUR 000)
1.1.-31.3.2006 1.1.-31.12.2005
Net sales 16 962 60 525
Operating profit 1 634 4 229
Net profit 1 162 2 355
31.3.2006 31.12.2005
Goodwill 50 104 50 369
Other non-current 17 300 18 528
assets
Receivables 14 926 14 746
Cash and cash 11 624 12 326
equivalents
Total assets 93 954 95 968
Shareholders´equity 52 532 52 190
Non-current 24 257 24 508
liabilities
Current liabilities 17 166 19 271
Total shareholders´ 93 954 95 968
equity and
liabilities
SENTERA PLC KEY FIGURES (EUR 000)
1.1.-31.3.2006 1.1.-31.12.2005
Net sales 7 326 26 976
Operating profit 749 3 022
Net profit 479 2 788
31.3.2006 31.12.2005
Goodwill 7 021 7 021
Other non-current 3 198 3 304
assets
Receivables 5 556 6 560
Cash and cash 5 611 5 110
equivalents
Total assets 21 386 21 994
Shareholders´equity 14 661 14 963
Non-current 453 475
liabilities
Current liabilities 6 272 6556
Total shareholders´ 21 386 21 994
equity and
liabilities
CORPORATE COMMUNICATIONS
A briefing for analysts and the media will be held on Wednesday, 31 May 2006, at
11:00 in the Carl cabinet room at Scandic Hotel Marski, Mannerheimintie 10,
Helsinki. Welcome.
Nordea Corporate Finance act as financial advisor to SysOpen Digia Plc. The Board
of Directors of SysOpen Digia has obtained a fairness opinion on the offered
consideration from Icecapital Securities Ltd.
SysOpen Digia Plc
BOARD OF THE DIRECTORS
FURTHER INFORMATION:
Mr. Jari Mielonen, Chief Executive Officer, tel. +358 40 703 8383
Mr. Tomi Merenheimo, Vice President, Legal and IR, tel. +358 40
560 6101, e-mail: tomi.merenheimo@sysopendigia.com
DISTRIBUTION
Helsinki Stock Exchange
Key media
