Inside Secure (Paris:INSD) (Euronext Paris: INSD), at the heart of security solutions for mobile and connected devices, today announced having executed the acquisition agreement for the acquisition of Verimatrix (the Acquisition).
The execution of an exclusivity agreement to acquire Verimatrix, a global independent leading software security provider for video services (Verimatrix), had been announced by Inside Secure (the Company) on December 5, 2018.
Amedeo DAngelo, chairman and CEO of Inside Secure, declared: We are looking forward to combine our two businesses focused on the Cloud Security in order to continue creating value for our shareholders.
The acquisition of Verimatrix will be fully funded through two fully-underwritten equity transactions, namely a rights issue of approximately EUR 22.5 million with preferential subscription rights to existing shareholders and the issuance of bonds redeemable into new shares reserved to One Equity Partners (OEP) for a nominal amount of ‚¬30 million, and will be supplemented by the use of a part of Inside Secures available cash for approximately $38 million (excluding the cost and charges resulting from the Acquisition) and the proceeds of a private debt subscribed by Apera Capital, a private debt manager, for approximately $55 million, depending of the estimated earn-out of the Acquisition and for which an agreement was executed on January 22, 2019.
The closing of the Acquisition is scheduled for February 2019, subject to the completion of the conditions precedents related to the acquisition agreement and upon completion by Inside Secure of the rights issue.
About Inside Secure
Inside Secure (Euronext Paris “ INSD) is at the heart of security solutions for mobile and connected devices, providing software, silicon IP, tools, services, and know-how needed to protect customers transactions, ID, content, applications, and communications. With its deep security expertise and experience, the company delivers products having advanced and differentiated technical capabilities that span the entire range of security requirement levels to serve the demanding markets of network security, IoT and System-on-Chip security, video content and entertainment, mobile payment and banking, enterprise and telecom. Inside Secures technology protects solutions for a broad range of customers, including service providers, operators, content distributors, security system integrators, device makers and semiconductor manufacturers. For more information, visit www.insidesecure.com
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This press release and the information it contains are not, and will not constitute or form part of an offer of securities or a solicitation for the purchase, subscription or sale of securities of Inside Secure in the United States of America or any other jurisdiction where restrictions may apply. Securities may not, directly or indirectly, be offered, sold, pledged or otherwise transferred within the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), it being specified that the securities of Inside Secure have not been and will not be registered under the U.S. Securities Act and that Inside Secure does not intend to register its securities or conduct a public offering of its securities in the United States of America.
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For a more detailed description of the risks and uncertainties with respect to Inside Secure, please refer to the “Risk factors” section of the 2017 registration document filed with the AMF on April 10, 2018 under number D.18-0307, as supplemented by the update to the registration document filed with the AMF under number D. 18-0307-A01., both available on www.insidesecure-finance.com/en.
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Richard Vacher Detournière
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