Following the announcement made on March 29, 2007 (completed on June 8, 2007) by Micropole-Univers of the signature of an agreement to sell its stake in the capital of the company
Cross Systems Company, Annapurna and Nubie announce that they have substituted themselves for Sinouhé Immobilier and that they have acquired from Micropole-Univers 52,949,988 shares of Cross Systems Company, representing 98.5% of the capital and voting rights of the latter, on 17 June 2008.
This transfer took place after the completion of all the preliminary operations provided for in the said transfer agreement, namely:
- the transfer of the business and employees of Cross Systems Company to its subsidiary Cross Systems Ingénierie, within the framework of a partial contribution of assets subject to the demerger regime approved by the General Meeting of Cross Systems Company on June 29, 2007;
- the completion of a capital increase of Cross Systems Company, which gave rise to a prospectus approved by the AMF on January 14, 2008;
- the completion of the sale by Cross Systems Company to Micropole-Univers of its holdings in the capital of Cross Systems Ingénierie and Micropole-Univers Institut.
This change of control of Cross Systems Company will be followed, in accordance with the regulations in force, by the filing in the coming weeks of a draft takeover bid initiated jointly by Annapurna and Nubie for the balance of the Cross Systems Company shares not held by the latter at a price per share corresponding to the price of acquisition of the control block from Micropole-Univers (i.e. 3,947,787 euros for 52,949,988 shares). The draft offer document to be filed by Annapurna and Nubie will specify their intentions with regard to Cross Systems Company. The conditions of the tender offer remain subject to the assessment of the Autorité des marchés financiers.
