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Combined general meeting of MAGILLEM DESIGN SERVICES SA on November 27, 2020

AmandaK

Administrator
Staff member
Published by Magillem - October, 20 th 2020


Paris, October 19, 2020 - Magillem (hereafter the “Company”) announces the holding of a Combined General Meeting on Friday November 27, 2020 at 5:00 p.m., behind closed doors, at 251 rue du Faubourg Saint Martin - 75010 Paris, at the effect of deliberating on the approval of the accounts and the allocation of income for the fiscal year ended June 30, 2020 as well as on the authorization to sell the business to ARTERIS IP SAS.

It is proposed to allocate the result of € 718,375 in full to the “retained earnings” account, which thus amounts to € 5,373,504.

It is proposed that the Chairman and Chief Executive Officer be authorized to sign, on behalf of the Company, the deed of sale of the business for the development, publishing and marketing of software, provision of IT services and professional training. for the benefit of ARTERIS IP, a simplified joint-stock company headquartered at GUYANCOURT (78280) - 2, rue Hélène Boucher - Immeuble Le Cristal, registered with the RCS of VERSAILLES under number 818 705 501, a 100% subsidiary of a company incorporated under American law, for the price of eight million US dollars (8,000,000 US $), or approximately six million eight hundred and thirty-seven thousand six hundred and six euros (€ 6,837,606) based on the exchange rate current dollar / euro of 1.17 it being specified that:

  • The sold goodwill will include almost all of the assets belonging to the Company (in particular certain trade receivables) as well as the contracts binding it to its customers.
  • This acquisition will result in the transfer of all French staff.

It is specified that out of the price of eight million dollars, three million US dollars (or approximately 2,564,102 € based on the current dollar / euro exchange rate of 1.17) are payable in the future.

If the sale is authorized, the company will have significant cash flow and will no longer be active.

Shareholders are therefore also asked to reduce the capital by a maximum amount of 319,960 euros, to bring it down from 445,220 euros to a minimum of 125,260 euros, by way of buyback of a maximum of 319,960 shares with a par value of one euro. each, at a maximum price of 22.41 euros per share.

This transaction will distribute to shareholders, in the weeks following the holding of the meeting, the maximum sum of € 7,170,303 corresponding to the cash that should be available at the start of 2021.

In the event that the 319,960 shares could not be bought back before May 31, 2021, the share capital would be reduced by the amount corresponding to the par value of the shares effectively bought back.
The capital reduction operation may be carried out on one or more occasions according to the terms decided by the Board of Directors.

Within two years, the company is intended to be liquidated and the balance of its available cash will then be distributed to shareholders.

During this two-year period the balance of the sale price of three million US dollars should be paid by the transferee of the business to the Company based on (i) a possible compensation for any damage that would be borne by the Assignee under the terms of the asset and liability guarantees given by the Company (hereinafter the “Asset and Liability Guarantee”) and (ii) various technical, commercial and turnover objectives assessed at the date of the first anniversary of the effective completion of the sale (hereinafter the “Guarantee of objectives”).

With regard to the Guarantee of assets and liabilities, the deed of sale provides for (i) that a first tranche in the amount of one million US dollars (1,000,000 US $) (approximately 854,700 euros, on the basis of the current dollar / euro exchange rate of 1.17) will be released to the Transferor within 60 calendar days following the date of the first anniversary of the date of completion of the sale of the business (hereinafter the "Date of Realization ”) and (ii) that a second tranche in the amount of one million US dollars (1,000,000 US $) will be released to the Assignor, within 60 calendar days following the date of the second anniversary of the Date of Realization, in each case reduced by any amount that the Transferee is entitled to withhold by virtue of the clauses of the Guarantee of assets and liabilities.

Regarding the Guarantee of objectives, the sum of one million US dollars (1,000,000 US $) will be released for the benefit of the company according to the achievement of three objectives (each giving right to one third of the sum of one million dollars) valued within 30 calendar days of the date of the first anniversary of the Completion Date.

Contact: V.Bureau, bureau@magillem.com
 
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