- €99.9 million paid to minority interests, including a
purchase price adjustment of €1.5 million linked to Avanquest’s
level of cash during the completion of the transaction1
- Financing of the transaction:
- €47.7 million in cash
- €28.7 million through the issuance of 4,100,000 new shares
(representing 9.79%2 of the pre-transaction capital) at a price of
€7.00 per share as part of an in-kind contribution of
shares
- €23.6 million in the form of promissory notes
- Simplification of the Group's capital structure and
reintegration of 100% of the Avanquest division’s net
income
- Appointment of Eric Gareau as CEO of Avanquest
Regulatory News:
Claranova (Paris:CLA) (Euronext Paris: FR0013426004 - CLA) today
announced the completion of the buyout of all minority interests in
Avanquest, its software publishing division, as announced on August
11, for a total consideration of €99.9 million, including a
purchase price adjustment of €1.5 million based on Avanquest's cash
position1. On this basis, the total value of the division’s shares
amounted to €155.9 million3.
Pierre Cesarini, CEO of Claranova Group commented: "I am
particularly pleased to announce the completion of this transaction
which will contribute to simplifying the Group’s capital structure
in order to facilitate the market’s understanding of our business
portfolio organization. As owner of 100% of the share capital of
the entities comprising the Avanquest division, Claranova will reap
the full benefits of the efforts made over the last two years in
transitioning to a SaaS4 business model and the new prospects that
are now available to the division. This transaction also offers an
opportunity to officially announce the appointment of Eric Gareau
as Avanquest’s CEO. After having worked alongside Eric for more
than three years to reorganize and reposition the division, I am
very confident about the future of our software publishing
activities and look forward to this new chapter in Avanquest’s
development."
Avanquest: a successful strategic transformation
Since the announcement of Avanquest's acquisition of the
Upclick, Lulu Software, and Adaware businesses in March 2018, the
division has undergone a profound strategic transformation from a
third-party software reseller to a proprietary subscription-based
software publisher and distributor. While revenue and EBITDA5 have
remained stable since FY 2018-2019, the first year the acquired
businesses were fully integrated, FY 2020-2021 marked the
completion of Avanquest’s transition to a subscription-based
business model (SaaS). As a result, subscription sales now account
for 78% of the revenue provided by the three main products
developed and distributed by Avanquest (SodaPDF, inPixio, Adaware)
compared to 50% in FY 2018-2019. The percentage of recurring
revenue (including subscription sales) has accordingly continued to
grow and at year-end represented 58% of the division’s total sales
for FY 2020-2021, up from 35% in FY 2018-2019.
This has in turn strengthened Avanquest’s EBITDA which rose 54%
in FY 2020-2021 to €11 million or 12.4% as a percentage of revenue
compared to €7 million and 7.9% respectively in the prior fiscal
year.
Favorable financial terms and unique opportunities for the
Group
With a total value for Avanquest's shares of €155.9 million and
an enterprise value of €143.2 million6, this transaction has been
completed on the basis of terms which are close to the enterprise
value of €139.2 million7 referred to in connection with the aborted
acquisition in December 2019. In light of the improvement in
Avanquest's profitability, these terms result in a multiple of
approximately x13 last year's EBITDA, compared to a multiple of
approximately x208 proposed in December 2019 and more x43 for a
selection of comparable companies9.
This transaction will enable Claranova, as of November 1, 2021,
to integrate 100% of the Avanquest’s net income and reaffirms
Claranova’s strategic commitment to its software publishing
business.
In this context, Mr. Eric Gareau, until now CEO of Avanquest's
proprietary software publishing activities (Own IP), has been
appointed CEO of the entire division. Eric joined Claranova in 2018
when it acquired Lulu Software (PDF), where he was CEO. Since
joining the Group, he has successfully managed Avanquest's
transition to a subscription-based sales business model. He has
more than 25 years of experience in sales and marketing software
and Fast Moving Consumer Goods with large international
companies.
The transaction
In accordance with the terms of the agreements concluded with
Avanquest’s minority shareholders, the transaction is based on a
valuation of the shares of Avanquest Software SAS (“Avanquest
Software”) of €155.9 million for the entire division, excluding
Lastcard (10518590 Canada Inc.). This company includes Avanquest’s
fintech activities which will no longer be fully consolidated by
the Group after the transaction. Claranova will retain a minority
stake of 35.91% in Lastcard, which will be henceforth controlled by
Avanquest's minority shareholders and, on that basis, be accounted
for by the Group under the equity method after completion of the
transaction.
The transaction was completed on October 29, 2021. On that date,
Claranova acquired:
- through a sale, 32,872,938 Avanquest Software shares for a
price paid in cash of €47,648,356.62 by recognition of several
receivables resulting in the issuance of promissory notes for a
total principal of €23,591,833.42 with maturities ranging from 3
months to 10 years (the "Acquisition"), and
- through a contribution in kind of Avanquest Software 13,243,271
shares resulting in the issuance of 4,100,000 new shares of the
Company, or approximately 9.79% of the share capital before the
issue, at a unit price of €7.00 per share, i.e., a corresponding
value of €28,700,000.00 (the "Contribution").
Certain minority shareholders of Avanquest Software also signed
an investment agreement with the Company in conjunction with the
transaction’s completion designed to preserve the stability of
Claranova's capital (the "Minority Investment Agreement"). Under
the terms of this agreement, The Assouline Family Trust, 6673279
Canada Inc., The Dadoun Family Trust and Eric Gareau, who declare
that they are acting in concert, have agreed, among other things,
to a 12-month lock-up provision, subject to the usual
exceptions.
Main characteristics of the Acquisition
The Acquisition relates to 32,872,938 shares of Avanquest
Software. These shares were paid in cash for a consideration of €
47,648,356.62 and by recognition of receivables resulting in the
issuance of the following promissory notes:
- Four promissory notes for a total principal of € 15,594,007.90
with a 10-year maturity and a nominal annual interest rate of 4.5%
payable at maturity;
- Four promissory notes for a total principal of € 1,459,682.80
with a 12-month maturity and a nominal annual interest rate of 4.5%
payable at maturity;
- One promissory note for a principal of €6,538,142.73 with a
3-month maturity and a nominal annual interest rate of 4.5% payable
at maturity at the discretion of Claranova in cash or by set-off
against debt in new Claranova shares.
Main characteristics of the Contribution
- Main terms and conditions of contribution
a. Participating companies
Issuer - The Beneficiary
Company
Claranova S.E., a European company with a share capital of
€41,871,511.00, having its registered office at Immeuble Vision
Défense, 98-91 boulevard National 92250 La Garenne-Colombes,
registered in the Nanterre (RCS No. 329 764 625).
Contributors
- The Daniel Assouline Family Trust, a trust under Quebec law,
for the benefit of Daniel Assouline and his family;
- The Dadoun Family Trust, a trust under Quebec law, for the
benefit of Michael Dadoun and his family;
- 6673279 Canada Inc. a Canadian corporation for the benefit of
Michael Dadoun;
- Mr. Eric Gareau.
(the "Contributors")
The company whose shares are being
contributed
Avanquest Software, a simplified joint stock company (société
par actions simplifiée), having its registered office at Immeuble
Vision Défense, 98-91 boulevard National 92250 La Garenne-Colombes,
registered in the Nanterre (RCS No. 830 173 381), the head company
of the subgroup comprising the Group’s software publishing
division.
b. Contributed Shares
The Contributors contribute 13,243,271 shares of Avanquest
Software (the "Contributed Shares") with a total par value of
€1.00, representing 18.40% of the share capital and voting rights
of Avanquest Software, as follows:
- The Daniel Assouline Family Trust, 8,703,730 Contributed
Shares,
- The Dadoun Family Trust, 3,924,246 Contributed Shares,
- 6673279 Canada Inc. 280,373 Contributed Shares, and
- Eric Gareau, 334,922 Contributed Shares.
c. Legal regime
The Contribution is governed by the rules applicable to
contributions in kind as defined in Article L. 225-147 of the
French Commercial Code.
Using the delegation of authority granted by the 18th resolution
of the Company's Extraordinary General Meeting of December 17,
2020, having considered the report of the contribution auditor on
the value of the contributions, on October 29, 2021, the Company’s
Board of Directors approved the contribution of the Contributed
Shares, its valuation and remuneration, as well as all of the terms
and conditions of the Contribution Agreement.
The Board of Directors also decided, to increase the Company's
share capital by issuing 4,100,000 new shares with a par value of
€1.00 per share and delegated to the Chairman of the Board of
Directors of the Company the powers necessary to record the
satisfaction of the conditions precedent set forth in the
Contribution Agreement and, consequently, the issuance of the New
Shares, completion of the capital increase as consideration for the
Contributed Shares and the corresponding amendment of the articles
of association.
By a decision dated October 29, 2021, the Company’s Board of
Directors acknowledged the fulfillment of the conditions precedent
provided for in the Contribution Agreement, the final completion of
the increase in the Company's share capital by contribution in kind
to the Contributors of a total nominal amount of €4,100,000 divided
into 4,100,000.00 new shares with a par value of €1.00 each and
increased by a total contribution premium of €24,600,000.00, thus
increasing the share capital from €41,871,511.00 to €45,971,511.00
divided into 45,971,511 shares of €1.00 par value each. The Board
also amended the Articles of Association in consequence.
d. Valuation of the Contribution
The Contributed Shares have been valued at their actual value
that was set between the parties at €28,700,000.00 (the
"Contribution Value").
e. Consideration for the
Contribution
The Company and the Contributors have agreed to consideration
for the Contribution by the creation of 4,100,000 New Shares
distributed as follows:
- The Daniel Assouline Family Trust: 2,694,598 New Shares;
- The Dadoun Family Trust: 1,214,912 New Shares;
- 6673279. : 86,801 New Shares;
- Eric Gareau: 103,689 New Shares.
The New Shares, with a par value of €1.00 per share, were issued
at a price of €7.00. The issue price of the New Shares has been
determined by mutual agreement between the Parties.
The difference between the actual value of the Contributed
Shares (i.e. €28,700,000.00) and the par value of the New Shares
issued by the Company and allocated to the Contributors (i.e.
€4,100,000.00), or €24,600,000.00, is allocated to a “contribution
premium” account of the Company.
On that basis, the share capital of the Company is increased to
€45,971,511.00 New Shares representing approximately 8.92% of the
share capital of the Company after issue.
Changes in the Company's capital structure are presented in the
appendix to this press release.
f. Contribution closing date
The New Shares were issued on October 29, 2021, the date on
which the Company’s Board of Directors, acting under the delegation
of powers granted to it by the 18th resolution of the Company’s
Extraordinary General Meeting of December 17, 2020, acknowledged
the satisfaction of all conditions precedent provided for in the
Contribution Agreement and completion of the capital increase of
the Company.
The New Shares will carry dividend rights in the year of issue
and shall be fungible and rank pari passu with the Company’s
existing shares.
The New Shares will be admitted to trading on Euronext Paris on
the same line as the Company's existing shares.
g. Valuation of the Contribution
In accordance with the provisions of Articles L. 225-147 and R.
225-8 of the French Commercial Code, Saint-Honoré BK&A,
represented by Mr. Frédéric Burband, has been appointed as an
independent appraiser or “Commissaire aux Apports” (the
"Contribution Appraiser") by order of the President of the Nanterre
Commercial Court dated September 1, 2021, with responsibility for
the following tasks:
(i) assess the value of the Contributed
Shares;
(ii) prepare a report on the value of the
Contributed Shares containing the information required by Articles
L. 225-147 and R. 225-8 of the French Commercial Code,
including:
- describe the method of valuation adopted
for the Contributed Shares and the reasons why such method was
adopted;
- issuance of a statement that the value of
the Contributed Shares corresponds at least to the nominal value of
the shares to be issued, plus any contribution premium; and
(iii) if necessary, prepare a report on the
consideration for the contributions, in accordance with the AMF
Position-Recommendation No. 2011-11.
The report of the Contribution Auditor on the assessment of the
value of the Contributed Shares was filed with the Registrar of the
Commercial Court of Nanterre in accordance with applicable laws and
regulations and made available to the Company's shareholders at the
Company's registered office.
Contribution Appraiser's report on the
value of the Contributed Shares
In his report on the value of the Contributed Shares dated
October 20, 2021, the Contribution Appraiser states that: "The
value of the contribution set at €28,700,000.00 is not
overstated.”
Contribution Appraiser's report on the
consideration for the Contribution
In his report on the consideration for the Contributed Shares
dated October 20, 2021, the Contribution Appraiser states that: "On
the basis of our work, and with regard to the specific methods for
determining the exchange ratio (i.e. negotiation between
independent parties), at the date of this report, we are of the
opinion that the consideration proposed for the contribution
resulting in the issuance of 4,100,000 new Claranova shares, is
fair."
In accordance with the provisions of Article 1(5)(a) of
Regulation (EU) No. 2017/1129 of the European Parliament and of the
Council of June 14, 2017, a prospectus subject to prior approval by
the AMF is not required for admission of the New Shares to trading
on the regulated market of Euronext Paris.
Main provisions of the Minority Investment Agreement
The issuance of the New Shares entails the signature of a
Minority Investment Agreement with the Contributors. The main
provisions of this agreement would be as follows:
- continuing to hold shares in registered
form, with a switch to bearer shares to avoid triggering double
voting rights, for the duration of the agreement;
- a lock-up clause prohibiting the sale of
shares by minority shareholders for a period of 12 months, subject
to the usual exceptions;
- post lock-up period, orderly sale
arrangement;
- the Company's right of first refusal for
any sale by a minority shareholder of Claranova shares representing
2% or more of the share capital.
Information available to the public and risk factors
Detailed information regarding the Company, including its
business, financial information, results, prospects and related
risk factors are contained in the Company’s FY 2020-2021 Universal
Registration Document filed with the French Financial Market
Authority (Autorité des Marchés Financiers or “AMF”) on October 20,
2021 (No. D. 21-0869). This document, as well as other regulated
information and all of the Company's press releases, are available
on the Company's website (www.claranova.com).
The readers’ attention is drawn to the risk factors relating to
the Company and its activities presented in Chapter 4 of its FY
2020-2021 Universal Registration Document.
This press release does not constitute a prospectus within the
meaning of EU Regulation 2017/1129 (the "Prospectus Regulation")
nor an offer of securities to the public.
Expected timetable and legal information on the
transaction:
- November 3, 2021 - Settlement of the Contribution
Resignation of the Observer:
Mr. Marc Goldberg, non-voting observer (censor) on the Board of
Directors of the Company, informed the Company of his resignation
from this position effective on October 28, 2021, for personal
reasons.
Financial calendar: November 09, 2021:
Q1 2021-2022 revenue:
Telephone number for individual shareholders
available from Tuesday to Thursday between 2 p.m. and 4 p.m. for
calls within France: 0805 29 10 00 (local rate).
About Claranova:
As a diversified global technology company, Claranova manages
and coordinates a portfolio of majority interests in digital
companies with strong growth potential. Supported by a team
combining several decades of experience in the world of technology,
Claranova has acquired a unique know-how in successfully turning
around, creating and developing innovative companies.
With average annual growth of more than 40% over the last three
years and revenue of €472 million in FY 2020-2021, Claranova has
proven its capacity to turn a simple idea into a worldwide success
in just a few short years. Present in 15 countries and leveraging
the technology expertise of nearly 800 employees across North
America and Europe, Claranova is a truly international company,
with 95% of its revenue derived from international markets.
Claranova’s portfolio of companies is organized into three
unique technology platforms operating in all major digital sectors.
As a leader in personalized e-commerce, Claranova also stands out
for its technological expertise in software publishing and the
Internet of Things, through its businesses PlanetArt, Avanquest and
myDevices. These three technology platforms share a common vision:
empowering people through innovation by providing simple and
intuitive digital solutions that facilitate everyday access to the
very best of technology.
For more information on Claranova Group:
https://www.claranova.com or
https://twitter.com/claranova_group
*****
Disclaimer:
All statements other than statements of historical fact included
in this press release about future events are subject to (i) change
without notice and (ii) factors beyond the Company’s control.
Forward-looking statements are subject to inherent risks and
uncertainties beyond the Company’s control that could cause the
Company’s actual results or performance to be materially different
from the expected results or performance expressed or implied by
such forward-looking statements. This press release has been
produced in both French and English. In the event of a discrepancy
between the French and English versions, the French language
version shall prevail.
Appendix:
Changes in the Company's capital structure before and after the
closing of the Contribution:
- Pre-Contribution capital structure10:
Shareholders
Number of
shares on a
non-diluted
basis
Number of
shares on a
diluted basis11
Percentage of
capital on a
non-diluted
basis
Percentage of
capital on a
diluted basis
Number of
exercisable
voting rights
Percentage of
exercisable
voting rights
Directors and officers
3.103.722
3.291.332
7.41%
7.78%
3.992.810
9.14%
Institutional Funds
5.066.163
5.066.163
12.10%
11.98%
5,066.163
11.59%
Float
33.459.501
33.691.180
79.91%
79.67%
34,634.689
79.27%
Treasury shares
242.125
242.125
0.58%
0.57%
0.00%
Total
41.871.511
42.290.800
100.00%
100.00%
43.693.662
100.00%
- Post-Contribution capital structure:
Shareholders
Number of
shares on a
non-diluted
basis
Number of
shares on a
diluted basis10
Percentage of
capital on a
non-diluted
basis
Percentage of
capital on a
diluted basis
Number of
exercisable
voting rights
Percentage of
exercisable
voting rights
Directors and officers
3.103.722
3.291.332
6.75%
7.09%
3.992.810
8.35%
Institutional Funds
5.066.163
5.066.163
11.02%
10.92%
5.066.163
10.60%
Avanquest minority shareholders
4.100.000
4.100.000
8.92%
8.84%
4.100.000
8.58%
Float
33.459.501
33.691.180
72.78%
72.62%
34.634.689
72.47%
Treasury shares
242.125
242.125
0.53%
0.52%
0.00%
Total
45.971.511
46.390.800
100.00%
100.00%
47.793.662
100.00%
1 Purchase price adjustment negotiated in connection with the
binding agreement of August 2021, calculated on the basis of the
Avanquest division's cash level at the end of August 2021. 2 Before
completion of the issue based on 41,871,511 shares, including
treasury shares held by the Company. 3Or US$182.7 million converted
at a negotiated EUR/USD exchange rate of 1.1718. 4Software as a
Service 5 EBITDA (earnings before interest, taxes, depreciation and
amortization) is a non-GAAP aggregate used to measure the operating
performance of the businesses. It is equal to Recurring Operating
Income before depreciation, amortization and share-based payments
including related social security expenses and the IFRS 16 impact
on the recognition of leases.. 6 Based on a pre-IFRS 16
contribution to net financial debt of €12.4 million at June 30,
2021. 7 Based on the value of Avanquest shares of US$162.2 million,
or €146.0 million converted at a EUR/USD exchange rate of 1.1113,
and a pre-IFRS 16 contribution to net financial debt of €6.7
million at June 30, 2020. 8 Based on Avanquest's FY 2019-2020
results. 9 Source: Capital IQ, based on the EBITDA of a panel of
comparable listed companies including: Nitro Software (ASX: NTO),
Foxit Software (SHSE: 688095), Avast (LES: AVST), Kape Technologies
(AIM: KAPE) and Wondershare (SZSE: 300624). 10 Based on the TPI
(Identifiable Bearer Security) survey conducted on September 9,
2021 with Euroclear and the last census of voting rights. 11 The
number of shares on a diluted basis does not take into account the
ORNANE bond issue in June 2018, nor the OCEANE bond issue in August
2021, as the Company has not yet decided on the method of
redemption of these bonds.
CODES Ticker : CLA ISIN: FR0013426004
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