Emakina Group announces that EPAM has filed a prospectus with the FSMA for a voluntary takeover bid on all shares of Emakina Group
Watermael-Boitsfort, 18 August 2021
Emakina Group SA (the “Company”) announces that EPAM Systems, Inc., a Delaware corporation having its registered address at 251 Little Falls Drive, Wilmington, Delaware 19808-1674 USA (“EPAM”), that is listed on the New York Stock Exchange and specialises in product development, digital platform engineering, and digital and product design, has filed a prospectus with the Belgian Financial Services and Markets Authority (the “FSMA”) with a view to launching a voluntary public takeover bid for all the 3,893,353 shares issued by the Company (the “Offer”).
The Offer seeks to benefit the Company by providing it with increased access to a more diverse customer base. Working with EPAM, a globally recognized engineering powerhouse, will help the Company connect their digital strategy and design work to implemented platforms and next generation digital products.
The main terms of the Offer are set out in the notice that is published on the website of the FSMA (www.fsma.be).
The prospectus prepared by EPAM and the memorandum in response prepared by the Company will be made public in Belgium at a later stage, after they have been approved by the FSMA. They will be available on the website of the FSMA (www.fsma.be) and the website of the Company (www.emakina.group).
The board of directors of the Company considers that the terms and conditions of such friendly Offer are favourable to all shareholders and other stakeholders and unanimously recommends that shareholders tender their shares to EPAM.
On that basis, on 14 August 2021, the board decided to support the Offer and, with EPAM, entered into a transaction agreement setting out the terms of such support.
To date and following the decision of the board to support the Offer, EPAM Systems, Inc. has received irrevocable undertakings from shareholders to tender to the Offer 3.713.520 shares of the Company, representing 95,38 % of the total voting shares issued by the Company, including the Company's own shares.
The Board of Directors
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Further information to the holders of Emakina Group SA securities
The communications on the Offer under the applicable tender offer rules will follow in due time.
This press release does not constitute and shall not be considered as constituting, an offer to the public to acquire, sell or subscribe, or the solicitation of an order to sell, buy or subscribe, the shares of Emakina Group SA, in any jurisdiction. The Offer will only be made on the basis of the prospectus that will be approved by the FSMA, the Belgian supervisory market authority. No steps will be taken to enable a public takeover bid in any jurisdiction other than in Belgium.
Neither this press release nor any other information relating to the matters contained herein may be distributed in the United States of America or in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations of such jurisdiction. Emakina Group SA and its affiliated persons explicitly decline any liability for any failure of any person to comply with these restrictions.
Brice Le Blévennec
Chief Executive Officer, Emakina Group
+32 (0)2 400 40 00
Chief Financial Officer, Emakina Group
+32 (0)2 400 40 00
Rue Middelbourg, 64A
RC 630 741
RLE Brussels 464.812.221