Reference is being made to the press release of 28 January 2010 whereby Transics communicated that it regularly investigates internal and external growth opportunities and that, amongst others, it held exploratory discussions with respect to Punch Telematix. Although these discussions have thus far not led to any binding commitments on the part of any of the parties concerned, Transics is willing, under certain conditions, to consider a combination of both companies.
Because of the evolution of the stock price of Punch Telematix since the initial press coverage about these exploratory discussions and because Transics wishes adequately to inform the public of all possible, relevant information in this respect, Transics announces that it has now sent a written, non-binding, indicative offer to Punch Telematix and Punch International, in which Transics confirms its interest further to investigate and to draw up an integration of Transics and Punch Telematix.
For the time being, said indicative offer is not binding and subject to several strict conditions, i.e.:
- the prior support by Punch Telematix’ management of the joint industrial project that is still to be drawn up;
- satisfactory completion of a proper due diligence on Punch Telematix;
- the support of the transaction by Punch Telematix’ board of directors and by the majority shareholder; and
- reaching satisfactory, final binding arrangements with all parties concerned.
Transics confirmed in an indicative, non-binding manner that, in case these conditions are met, it may be willing to address a voluntary public offering to all shareholders of Punch Telematix, whereby 4 (four) existing Punch Telematix shares would entitle the holder thereof to 1 (one) newly to be issued Transics share increased with EUR 4.25 (four euro and twenty five cents) in cash. On the basis of Transics’ stock price on 10 March 2010, this price values each Punch Telematix share at EUR 2.78 (two euro and seventy-eights cents), which is a premium of 72% above the average 30-day closing price of EUR 1.61 (one euro and sixty-one cents) on 26 January 2010, the day upon which reports appeared in the press in respect of possible discussions with respect to Punch Telematix. The exchange offer, if any, will be subject to the condition that at least 90% of Punch Telematix shares will be tendered in the voluntary public offering.
To the extent the discussions would lead to further specific information or to binding agreements, Transics shall again inform the public thereof accordance with the applicable rules.
Transics International NV, established in 1991, develops and commercialises high-end fleet management solutions for the transport and logistics sector. Thanks to many years of experience, thorough R&D efforts and an intensive focus on the customer experience, Transics has become the leading European player in its sector. In addition to its headquarters in Ypres (Belgium), Transics is active throughout Europe. The company has been quoted on the stock exchange (Euronext Brussels) since June 2007.