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.
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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
With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council of November 4, 2003, as amended (the Prospectus Directive), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State. Therefore, such securities may not be and shall not be offered in any Member State other than in accordance with the exemptions of Article 3(2) of the Prospective Directive or, otherwise, in cases not requiring the publication of a prospectus under Article 3 of the Prospective Directive and/or the applicable regulations in such Member State.
This press release and the information it contains are being distributed to and are only intended for persons who are (x) outside the United Kingdom or (y) in the United Kingdom and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order), (ii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) other persons to whom an invitation or inducement to participate in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may lawfully be communicated or caused to be communicated (all such persons in (y)(i), (y)(ii) and (y)(iii) together being referred to as Relevant Persons). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be made to Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
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.
The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
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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