FOR IMMEDIATE DISTRIBUTION
In accordance with Law 3461/2006, as amended and in force (the “Law”), the company with the tradename “Ginger Digital BidCo Single Member SA” and the distinctive title “Ginger Digital BidCo”, that has been established in accordance with the Greek law, and has been registered with the General Commercial Registry (“GCR”) under number 176754801000 and registered office in Athens, 116A Alexandras Avenue (the “Offeror”), announces the submission of a mandatory tender offer to all holders (other than the Persons Acting in Concert (as defined below)) of common registered, intangible, voting shares, of nominal value €0.075 each (the “Shares”), issued by the Greek société anonyme under the tradename “EPSILON NET SOCIETE ANONYME FOR INFORMATICS, EDUCATION AND HIGH TECHNOLOGY PRODUCTS” and the distinctive title “EPSILON NET S.A.”, registered with the GCR under number 038383705000, and registered office in the Municipality of Pylaia – Chortiatis of the Regional Unit of Thessaloniki, at 87, 17th of November Lane (the “Company”), for the acquisition of the total amount of Shares, not currently held by the Offeror or the Persons Acting in Concert (as defined below) (the “Tender Offer”).
On 25.04.2024 (the “Tender Offer Date”) the Offeror and:
- General Atlantic Ginger B.V., with registered office at JZ Amsterdam, the Netherlands (Prinsengracht 769A 1017) and which is indirectly controlled by funds managed and/or controlled by General Atlantic, L.P. (“GA”), a leading global growth investor;
- Ioannis Michos, resident of 1A Nikolaou Plastira Str. GR 55131, Kalamaria, Thessaloniki, Greece (the “Founder”); and
- National Bank of Greece S.A., a credit institution incorporated under the laws of Greece with registered office at 86 Aiolou, Αthens 10559 Athens, Greece and listed in the Athens Stock Exchange (“NBG”),
(GA, the Founder and NBG and the persons controlled by them within the meaning of article 2(e) of the Law, together referred to as “Persons Acting in Concert”),
executed a bid conduct agreement (the “Agreement”), pursuant to which they agreed to act together to seek to acquire the entire share capital and voting rights of the Company, which the Offeror and the Persons Acting in Concert do not already directly or indirectly control thereby appointing the Offeror as the person who will proceed with the submission of the tender offer.
It should be noted that as at immediately prior to the execution of the Agreement:
- GA and the Offeror do not directly or indirectly control any shares or voting rights of the Company;
- the Founder controls directly 55.42% of the shares and voting rights of the Company; and
- NBG controls directly7.50% of the shares and voting rights of the Company.
Therefore, by virtue of the Agreement, the Offeror and the Persons Acting in Concert are considered as exercising in concert, for the purposes of article 2(e) of the Law, the total voting rights attached to the 34,100,000 Shares that are held directly by the Founder and NBG, in accordance with the above. These shares correspond to 62,92% of the total shares and voting rights of the Company. Following the above, the Offeror and the Persons Acting In Concert having exceeded for the purposes of the Law the 1/3 threshold of the shares and voting rights of the Company held directly or indirectly, they became obliged persons for the submission of a Tender Offer in accordance with article 7 par. 1 of the Law and appointed the Offeror as the person who would proceed with such submission.
The Offeror commenced the process of the Tender Offer on the Tender Offer Date (i.e. 25.04.2024) by notifying in writing the Hellenic Capital Market Commissions (the “HCMC”) and the Board of Directors of the Company, and by submitting to the aforementioned persons the draft of the information circular (the “IC”), in accordance with article 10 par. 1 of the Law.
1. THE COMPANY UNDER ACQUISITION
The societe anonyme with the tradename “EPSILON NET SOCIETE ANONYME FOR INFORMATICS, EDUCATION AND HIGH TECHNOLOGY PRODUCTS” and the distinctive title “EPSILON NET SA”, which is registered with the GCR under number 038383705000, with registered office in the Municipality of Pylaia – Chortiatis of the Regional Unit of Thessaloniki, at 87, 17th of November Lane, and its main business scope being in the field of information technology and the development of software.
2. THE OFFEROR
The Offeror is a single member societe anonyme that was established on 11.04.2024 with registered offices at the Municipality of Athens, at 116A Alexandras Ave., 11461, Attica, and is registered with the GCR under number 17675480100. The capital of the Offeror amounts to twenty five thousand euros (€25,000.00) divided into twenty five thousand (25,000) common, registered shares with voting rights, of a par value of one euro (€1.00) each.
The Offeror is a 100% subsidiary of GA, which in turn is 100% controlled by General Atlantic Coöperatief U.A. (acting through its board). The latter is controlled by a number of private equity funds and entities, based in Luxembourg, Bermuda and the United States, which are ultimately controlled by GASC MGP, LLC based in Delaware, which is not exclusively controlled by individual within the meaning of Law 3556/2007.
It should be noted that within the framework of the Tender Offer, the Offeror acts in concert as defined in article 2(e) of the Law with the Persons Acting In Concert as these are described above. Other than the persons mentioned above, there are no other natural or legal persons that act in concert with the Offeror, as defined in the Law.
3. ADVISOR OF THE OFFEROR
“Euroxx Securities S.A.” acts as advisor to the Offeror for the purposes of the Tender Offer in accordance with article 12 of the Law (the “Advisor”). The Advisor is established in Greece, with its registered office in the municipality of Chalandri at 7 Palaiologou Street, 152 32, and is registered with the GCR under registration number 002043501000. The Advisor is a Greek investment services company and is authorized to provide, in Greece, the investment services listed in Annex I, Section A, items 6 and 7 of Law 4514/2018, as in force.
4. NUMBER OF SHARES OWNED BY THE OFFEROR
The paid-up share capital of the Company amounts to four million sixty-five thousand euros (€4,065,000.00) and is divided into fifty-four million two hundred thousand euros (54,200,000) Shares, that are listed on the Main Μarket of the Athens Exchange (“ATHEX”).
Following the execution of the Agreement, the Offeror and the Persons Acting In Concert at the Tender Offer Date hold directly or indirectly for the purposes of the Law Shares , that correspond to 62.92% of the share capital of the Company.
5. SECURITIES OF THE TENDER OFFER
The Tender Offer refers to the acquisition of the total amount of the Shares other than the Shares already owned by the Offeror and the Persons Acting In Concert (the “Tender Offer Shares”).
6. MAXIMUM AMOUNT OF SHARES THAT OFFEROR UNDERTAKES TO ACQUIRE
Within the framework of the Tender Offer and assuming that the Condition (as defined below in paragraph 11 of the present) is satisfied, the Offeror commits and undertakes to acquire all the Tender Offer Shares that will be offered lawfully and validly, only if such Shares are free and discharged from any defect (legal or actual), as well as from any (existing, future or conditional) rights, claims, and/or encumbrances in favour or on behalf of the third parties (the “Offered Shares”).
7. MINIMUM OF SHARES THAT THE OFFEROR IS REQUIRED TO ACQUIRE
As this is a mandatory Tender Offer, there is no minimum amount of Shares that shall be offered to the Offeror in order for the Tender Offer to be valid.
8. ACQUISITION OF SHARES THROUGH THE STOCK EXCHANGE
From the date of the publication of this announcement and until the lapse of the Acceptance Period (as such is defined below in paragraph 10), the Offeror intends to acquire Shares through the ATHEX or in any other way, at a consideration per Share that does not exceed the Offered Consideration (as such is defined below in paragraph 10). These acquisitions shall be declared to the HCMC and will be published in the ATHEX Daily Price Bulletin within three (3) working days, in accordance with article 24, paragraph 2 of the Law in conjunction with Law 3556/2007.
9. SPECIAL AGREEMENTS FOR THE TENDER OFFER
As mentioned above, the Offeror and the Persons Acting in Concert, executed the Agreement on 25.04.2024, by virtue of which they agreed to seek to acquire the Tender Offer Shares through the Offeror. The Agreement is not subject to any conditions other than the required approvals from the Commission for Examination of Foreign Direct Investments in Romania or the Romanian Competition Council or the Romanian Government (as applicable).
10. OFFERED CONSIDERATION
According to article 9 of the Law, the Offeror offers €12.00 (the “Offered Consideration”), in cash, for each Tender Offer Share that is legally and validly offered to it within the acceptance period of the Tender Offer, as such will be defined in the Information Circular as provided by the Law (the “Acceptance Period”).
Relating to the Offered Consideration, the following should be noted:
(a) the volume weighted average price of the Share (“VWAP”) over the last six (6) months preceding the Tender Offer Date amounts to €9.63;
(b) neither the Offeror nor any Person Acting in Concert has acquired Shares during the last twelve (12) months preceding the Tender Offer Date, with the exception of NBG, which acquired on 08.06.2023, four million sixty-five thousand Shares that correspond to 7.5% of the share capital and of the voting rights of the Company at a price of €7.49 per Share; and
(c) the price per Share that resulted from the Valuation amounts to €10.56 per Share.
By declaration of the Offeror, in the case of this Tender Offer, the circumstances of paragraph 6(b) lit. b of article 9 of the Law apply, given that during the 6 months preceding the Tender Offer Date, the transactions that were executed on the Shares of the Company did not exceed 10% of the total of the Shares of the Company, and, specifically, amounted to 4.76% of their total amount. Therefore, the Offeror appointed, in accordance with the provisions of paragraph 7 of article 9 of the Law, the societe anonyme under the trade name «EUROCORP INVESTMENT SERVICES S.A.» (the “Valuator”), as independent valuator for the valuation of the Shares (the “Valuation”) and the drafting of the relevant valuation report (the “Valuation Report”), which is published according to article 16 paragraph 1 of the Law at the same time as the publication of this announcement. The price that resulted from the Valuation amounts to €10.56 per Share.
Consequently, the Offered Consideration meets the criteria of “fair and reasonable” consideration, as these are described in article 9, paragraphs 4 and 6 of the Law.
Specifically, in this Tender Offer the Offered Consideration:
- Exceeds by 24.64% the VWAP of the Shares over the last six (6) months preceding the Tender Offer Date, which amounted to €9.63.
- Exceeds by 13.64% the price that was determined by the Valuator following the enactment of the valuation by taking into consideration internationally accepted criteria and methods and is included in the Valuation Report, which amounted to €10.56 per Share.
It should be noted that, by declaration of the Valuator and the Offeror, the Valuator meets the criteria of article 9 par. 6 & 7 of the Law and specifically: a) is of known reputation and b) possesses the necessary organization, executive personnel and experience in business valuations. Furthermore, by declaration of the Valuator, the Offeror and the Company, the Valuator is independent from the Offeror and the Company and, in particular, does not retain, nor has it retained, during the last five (5) years, any sort of business relationship or cooperation with the Offeror or the Persons Acting In Concert, and/or with the Company and its related parties.
Furthermore, the Offeror will assume on behalf of the shareholders who lawfully and validly accept the Tender Offer (the “Accepting Shareholders”) the clearing fees resulting from the over-the-counter transfer of the Offered Shares to the in favor of the ATHEX Central Securities Depository (the “ATHEXCSD”), as defined in the Annex to the (codified) Decision 18 “Price List of Charges” (meeting 311/22.02.2021) of ATHEXCSD’s Board of Directors, as amended and in force, and which currently amount to 0.08% of the transfer value, per transfer order, with the minimum charge being equal to the lesser of the two options: €20 or 20% of the transaction value for each Accepting Shareholder. The transfer value is calculated by multiplying the number of Transferred Shares by the greater of the following values: (a) the Offered Consideration, and (b) the closing price of the Share on the ATHEX on the last business day before the submission of the necessary documents to ATHEXCSD.
The Offeror does not undertake the payment of the amount corresponding to the tax required by article 9 of Law 2579/1998, currently amounting to 0.10% of the transaction value, which will be borne by the Accepting Shareholders. Consequently, the Accepting Shareholders will receive the total amount of the Offered Consideration reduced by the amount of the abovementioned tax.
Pursuant to article 9 paragraph 3 of the Law, the bank “NATIONAL BANK OF GREECE S.A.” has confirmed that the Offeror possesses the means of payment of the Offered Consideration for the entirety of the Offered Shares and of the clearance rights of the over-the-counter transfer of the Transferred Shares that is payable by it and by the Accepting Shareholders to ATHEXCSD. However, “NATIONAL BANK OF GREECE S.A.” does not provide a guarantee, in the context of articles 847 et. seq of the Greek Civil Code, for the fulfillment of the monetary and other obligations that the Offeror assumes in the context of the Tender Offer.
11. CONDITIONS OF TENDER OFFER
The Tender Offer is mandatory, and its making is subject, in accordance with article 22 of Law, only to the receipt of the required approvals from the Commission for Examination of Foreign Direct Investments in Romania or the Romanian Competition Council or the Romanian Government (as applicable) (the “Condition”).
12. CLARIFICATIONS RELATING TO THE TENDER OFFER
The approval of the Information Circular by the HCMC, which shall include the entirety of the terms of the Tender Offer, is a prerequisite for the enactment of the Tender Offer.
The Acceptance Period, pursuant to article 18, paragraph 2 of the Law, shall commence after the publication of the Information Circular following its approval by the HCMC.
After the completion of the Tender Offer and provided that the Offeror and the Persons Acting In Concert hold Shares that correspond to a percentage of at least 90% of the total of the voting rights of the Company, the Offeror:
- will exercise its squeeze-out right, within the provided deadline of three (3) months as of the end of the Acceptance Period, according to article 27 of the Law and the Resolution 1/644/22.4.2013 of the Board of Directors of the HCMC and will demand that all of the Shares of the remaining shareholders, that did not accept the Tender Offer, be transferred to it at a price per Share equal to the Offered Consideration (the “Squeeze-Out Right”); and
- will be required, pursuant to article 28 of the Law, to acquire through the stock exchange all the Shares that will be offered to it within a period of three (3) months as of the publication of the results of the Tender Offer at a price per Share equal to the Offered Consideration (the “Sell-Out Right”). At the same time, along with the publication of the results of the Tender Offer, the Offeror shall also publish the shareholders’ Sell-Out Right.
After the completion of the Tender Offer and the exercise of the Squeeze-Out Right, the Offeror and the Persons Acting in Concert shall convene a General Meeting of the Company’s shareholders in order to vote on the item of the delisting of the Shares from ATHEX pursuant to article 17 par. 5 of Greek Law 3371/2005. The Offeror and the Persons Acting in Concert shall vote in favour of such decision. After said resolution has been passed by the General Meeting of the Company’s Shareholders, the Company shall submit to the HCMC a request for the delisting of the Company from ATHEX.
13. IMPORTANT NOTES
The Tender Offer is addressed exclusively to persons to whom it may lawfully by addressed. Persons who are nationals, residents or have their residence in a country other than Greece or representatives, custodians, managers or trustees (the “Foreign Shareholders”) may participate in the Tender Offer only to the extent permitted by the law of their relevant jurisdiction.
The Tender Offer, the Information Circular and the Announcement or any other document related to the Tender Offer do not constitute a proposal to purchase Shares nor are they addressed (in writing or by other means), directly or indirectly, to any person, legal or natural, in any country outside Greek territory in which, according to its legislation, the publication or execution of the Tender Offer or the mailing or distribution of the Information Circular, of the Announcement or any other document related to the Tender Offer is unlawful or constitutes a violation of any applicable law, rule or regulation (the “Excluded Countries”). Accordingly, copies of the Information Circular, the Announcement and any other document related to the Tender Offer are not sent and should not be sent, transmitted, forwarded or distributed, in whole or in part, within or from any Excluded Country.
Any person in possession of a copy of the Information Circular and/or the Announcement and/or any other document related to the Tender Offer in any country other than Greece shall not be deemed to have received an offer, invitation or proposal and under no circumstances shall they use the Tender Offer document if, in accordance with the legislation of that country, the submission of such a proposal to such person is prohibited or the proposal or use of any document related to the Tender Offer violates relevant legislation. Accordingly, persons in possession of the Information Circular, the Announcement or any other document related to the Tender Offer should be duly informed and consider the above restrictions. The Offeror and the Advisor shall not be liable for the violation of the above prohibitions by any person.
It is the responsibility of Foreign Shareholders that wish to accept the Tender Offer to be informed about the legal framework governing the Tender Offer and to follow the procedures of the Law and the Information Circular, as well as the laws of the jurisdiction to which they are subject. If any of the above persons has doubts in relation to the above, they should seek advice from a professional advisor of their choice. No declaration of acceptance of the Tender Offer will be received if it originates from one of the Excluded Countries or from a person who is a national or resident therein, nor will the Offered Consideration be paid into an account or sent to an address within any Excluded Country.
The Announcement is not intended to replace the complete text of the Information Circular, which should be consulted by any interested party.
Notice to US Shareholders
The Tender Offer is being made for the securities of a Greek company and is subject to Greek disclosure requirements, which are different from those of the United States.
The Tender Offer will be made in the United States pursuant to the applicable US tender offer rules and otherwise in accordance with the requirements of Greek legislation. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Tender Offer by a US holder of Shares may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Shares is urged to consult his or her independent professional advisor immediately regarding the tax consequences of acceptance of the Tender Offer.
It may be difficult for US holders of Shares to enforce their rights and any claim arising out of the US federal securities laws, since the Offeror is located outside of the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
In accordance with the Law, normal Greek market practice and Rule 14e-5 of the US Exchange Act, the Offeror or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Shares of the Company outside the United States, other than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. All acquisitions of Shares of the Company shall be declared and published in accordance with Article 24, para. 2 of the Law, as well as the provisions of Law 3556/2007 and Regulation (EU) No. 596/2014 (MAR), where and as required.
