OTRS AG
ISIN: DE000A0S9R37
WKN: A0S9R3
22 November 2024 07:23AM

EQS-Adhoc: Entering into agreements for the acquisition of a majority stake in OTRS AG by Optimus BidCo AG, an acquisition company of Easyvista SAS, for a purchase price of EUR 17 per share

OTRS AG · ISIN: DE000A0S9R37 · EQS - adhoc news
Country: Germany · Primary market: Germany · EQS NID: 2036027

EQS-Ad-hoc: OTRS AG / Key word(s): Tender Offer
Entering into agreements for the acquisition of a majority stake in OTRS AG by Optimus BidCo AG, an acquisition company of Easyvista SAS, for a purchase price of EUR 17 per share

22-Nov-2024 / 07:23 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


Publication of inside information in accordance with Article 17 of Regulation (EU) No 596/2014 (Ad hoc Disclosure)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Entering into agreements for the acquisition of a majority stake in OTRS AG by Optimus BidCo AG, an acquisition company of Easyvista SAS, for a purchase price of EUR 17 per share

Oberursel (Taunus), 22 November 2024

OTRS AG (“Company”) (ISIN DE00A0S9R37, GSIN A0S9R3) announces:

The Company and Easyvista SAS (through Optimus BidCo AG) agree entering into a strategic partnership with the objective of creating a European technology leader in the IT Service Management (ITSM) market.

  • As a strategic partner, Easyvista SAS will provide the Company with (i) its complementary footprint in Europe and the US, (ii) its expertise in the ITSM mid and upper-mid-market and (iii) greater financial flexibility.
  • Optimus BidCo AG has entered into purchase agreements to acquire a total of 75.08% of the Company's shares, including with the two largest shareholders of the Company, VBGM GmbH (a company held by Mr André Mindermann, chairman of the board of directors of the Company, and Sabine Lüders, member of the board of directors of the Company), and UX3 GmbH (a company held by Burchard Steinbild, chairman of the supervisory board of the Company).
  • All selling shareholders will receive a purchase price of EUR 17.00 per share, which corresponds to a premium of 158.1% based on the 3-months volume-weighted average price (3M VWAP) of the Company's shares as of 21 November 2024 (Source: Xetra).
  • Optimus BidCo AG intends to acquire the remaining shares in the Company by means of a voluntary public takeover offer at the same purchase price (EUR 17.00 per share) combined with a delisting, as well as to carry out, as the case may be, a procedure pursuant Section 327a Stock Corporation Act (AktG) (squeeze-out) and/or to enter into a domination and profit and loss transfer agreement.

In details, Optimus BidCo AG, Frankfurt am Main, an acquisition company of Easyvista SAS, Noisy-le-Grand/France, has concluded purchase agreements on 22 November 2024 so that its shareholding in the Company will amount to 75.08% after closing of the agreements:

  • The purchase price is EUR 17.00 per share for a total of 1,438,818 no par value shares, summing up to a total purchase price of EUR 24,459,906 million.
  • The main purchase agreement has been concluded with the two largest shareholders of the Company, VBGM GmbH, Bad Homburg v.d. Höhe (the majority shareholder of which is the chairman of the board of directors of the Company, Mr André Mindermann, and the minority shareholder of which is the member of the board of directors of the Company, Sabine Lüders, and UX3 GmbH, Beckeln (the sole shareholder of which is the chairman of the supervisory board of the Company, Burchard Steinbild), for the acquisition of all their shares, namely 1,327,542 no-par value shares, corresponding to 69.28 % of the Company’s share capital.
  • Part of the purchase price under the main purchase agreement will not be paid in cash. The sellers will by way of re-investment receive shares in Easyvista Holding SAS, Noisy-le-Grand/France, the parent company of Easyvista SAS.
  • Optimus BidCo AG has also concluded further purchase agreements with minority shareholders for the acquisition of 111,276 shares in the Company at the same purchase price; these selling shareholders will receive the purchase price in cash.
  • The closing of all purchase agreements is expected to take place within one month after the signing and is subject to customary closing conditions.

Optimus BidCo AG intends, after fulfilment of the conditions for, and closing of, the aforementioned purchase agreements, to acquire the remaining shares in the Company by means of a voluntary public takeover offer at the same purchase price (EUR 17.00 per share) combined with a delisting, as well as to carry out,  as the case may be, a procedure pursuant Section 327a Stock Corporation Act (AktG) (squeeze-out) and/or to enter into a domination and profit and loss transfer agreement.

Issuer, Contact:

OTRS AG
Sabine Lüders, Member of the Management Board
Zimmersmühlenweg 11
D-61440 Oberursel
Tel: +49 (0)6172 681988-0
Fax: +49 (0)9421 56818 18
E-Mail: ir@otrs.com

ISIN: DE00A0S9R37
GSIN: A0S9R3

Internet: www.corporate.otrs.com

 



End of Inside Information

22-Nov-2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com


Language: English
Company: OTRS AG
Zimmersmühlenweg 11
61440 Oberursel
Germany
Phone: 06172 - 681 988 0
Fax: 09421 - 5681818
E-mail: enjoy@otrs.com
Internet: www.otrs.com
ISIN: DE000A0S9R37
WKN: A0S9R3
Listed: Regulated Unofficial Market in Berlin, Frankfurt (Basic Board), Stuttgart
EQS News ID: 2036027

 
End of Announcement EQS News Service

2036027  22-Nov-2024 CET/CEST

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Boersengefluester.de (BGFL) provides an overview of the key figures on sales, earnings, cash flow and dividends to help you better assess the fundamental development of the respective companies. All information is entered manually in our database - the source is the respective annual reports. All estimates for future figures are provided by BGFL.

The most important financial data at a glance
  2018 2019 2020 2021 2022 2023 2024e
Sales1 8,31 9,80 9,71 11,04 11,84 12,31 12,30
EBITDA1,2 0,97 1,61 2,31 2,40 1,27 -0,34 -0,39
EBITDA-Margin3 11,67 16,43 23,79 21,74 10,73 -2,76 -3,17
EBIT1,4 0,58 1,12 1,76 1,71 0,49 -1,57 -1,65
EBIT-Margin5 6,98 11,43 18,13 15,49 4,14 -12,75 -13,42
Net Profit (Loss)1 0,45 0,78 1,22 1,19 0,34 -1,08 -1,20
Net-Margin6 5,42 7,96 12,56 10,78 2,87 -8,77 -9,76
Cashflow1,7 1,01 0,79 1,46 2,51 1,17 -1,21 0,00
Earnings per share8 0,23 0,41 0,63 0,62 0,17 -0,56 -0,63
Dividend per share8 0,00 0,00 0,07 0,15 0,10 0,00 0,00
Quelle: boersengefluester.de and Company information
Explanation

1 in Mio. Euro; 2 EBITDA = Earnings before interest, taxes, depreciation and amortisation; 3 EBITDA in relation to sales; 4 EBIT = Earnings before interest and taxes; 5 EBIT in relation to sales; 6 Net profit (-loss) in relation to sales; 7 Cashflow from operations; 8 in Euro; Source: boersengefluester.de

Auditor: Veda

All relevant valuation ratios, dates and other investor information on your share at a glance. Good to know: All data comes from boersengefluester.de and is updated daily. This means you are always up to date. You can get brief explanations of the key figures by moving the cursor or mouse over the relevant field.

INVESTOR-INFORMATION
©boersengefluester.de
OTRS
WKN ISIN Legal Type Marketcap IPO Recommendation Plus Code
A0S9R3 DE000A0S9R37 AG 32,77 Mio € 23.12.2009 Halten 9F2C5HVR+F9
* * *
PE 2025e PE 10Y-Ø BGFL-Ratio Shiller-PE PB PCF KUV
63,33 23,18 2,73 156,88 10,47 -27,06 2,66
Dividends
Dividend '2022
in €
Dividend '2023
in €
Dividend '2024e
in €
Div.-Yield '2024e
in %
0,10 0,00 0,00 0,00%
Financial calendar
Annual General Meeting Q1-figures Q2-figures Q3-figures Annual press conference
15.08.2024 31.10.2024 28.06.2024
Performance
Distance 60-days-line Distance 200-days-line Performance YtD Performance 52 weeks IPO
Last Price (EoD)
-0,58%
17,10 €
ATH 17,60 €
+61,75% +149,23% +178,05% +187,40% +208,11%

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