ANEVIA (EPA:ALANV) ATEME’S ACQUISITION OF ANEVIA: SIGNING OF THE FINAL AGREEMENT

Transparency directive : regulatory news

06/10/2020 20:31

Press Release

Paris, October 6th, 2020

         ATEME'S ACQUISITION OF ANEVIA: SIGNING OF THE FINAL AGREEMENT

Following the announcement made on July 31st, 2020 on the entering into
exclusive negotiations between ATEME (ISIN: FR0011992700) and Anevia's main
shareholders (ISIN : FR0011910652) (the "Company") and the completion by the
companies of the applicable procedures with regards to employee representative
bodies, , ATEME and the main shareholders of Anevia (the "Majority
Shareholders"), announce today they have signed the final agreements for the
sale of the Majority Shareholders' shares in the Company's share capital to
ATEME. The acquisition covers all of the shares of the Company held by the
Majority Shareholders (including those to be issued upon exercise of their
securities giving access to the share capital of the Company, i.e. 4,973,493
shares representing 87% of the share capital(1) and 87% of voting rights of the
Company), partly by way of contributions in kind (the "Contribution") and the
remaining balance in cash (the "Acquisition").

The transfer of the majority block remains subject to the delivery of the
official appraiser reports, in accordance with the applicable legal and
regulatory provisions.

The share transfer is expected to be completed in the next few days. As stated
in the July 31th announcement, it will be followed by the filing by ATEME
during the second half of October of a simplified alternative mandatory public
offer, consisting of a simplified mixed public offer (the "OPM") and, as an
alternative, a simplified tender offer (the "OPAS", and, together with the OPM,
the "Offer") (the Contribution, the Acquisition and the Offer are hereafter
together referred to as the "Transaction"), on all shares and securities giving
access to the share capital or voting rights of the Company(2) that are not
held by ATEME on that date in accordance with applicable regulations, followed,
if the related holding conditions are met, by a compulsory withdrawal (the
"Compulsory Withdrawal"), subject to AMF's approval.

The Offer will consist of an OPM and an OPAS on an alternative basis:

* under the OPM: ATEME will offer, as a principal offer, to the Company's
shareholders, to exchange the Company shares they hold for ATEME shares to be
issued at a ratio of 1 ATEME share to be issued for 10 contributed Company
shares, plus a cash payment of 2 euros per contributed Company share (i.e.,  20
euros for 10 contributed Company shares);

* under the OPAS: ATEME will offer to the Company's shareholders to acquire (i)
the Company's shares, at a price of 3.50 euros per share and (ii) the warrants
not exercised at the opening date of the Offer, at a price of 1.06 euro per
2017C warrant, 1.64 euro per 2019A warrant, 0.24 euro per BSA A warrant and
1.54 euro per BSA B warrant.

A2EF (Associés en Evaluation & Expertise Financière) represented by Mrs.
Sonia Bonnet-Bernard (60 Rue de Longchamp, 92200 Neuilly-Sur-Seine) has been
appointed as independent expert to prepare a report on the financial terms and
conditions of the Offer. In accordance with the provisions of Article 261-1-1
of the AMF

(1) On a diluted basis post exercise of warrants ("BSAs") and founders'
warrants ("BSPCEs") that would be exercised by the Majority Shareholders at the
same time as the Contribution (5,711,218 total number of outstanding shares
including 689,790 shares resulting from the exercise of the dilutive
instruments from the Majority Shareholders and a total number of contributed
shares of 4,973,493 after taking into account the shares resulting from the
exercise of the dilutive instruments).
(2) With the exception of (i) 5,110 treasury shares held by the Company on the
date hereof, (ii) "BSPCEs" which are not transferable by their holders pursuant
to the provisions of Article 163 bis G of the French General Tax Code and (iii)
240,000 BSAs which will be acquired by Laurent Lafarge and then exercised as
part of the Transaction, Laurent Lafarge has also undertaken to contribute to
the OPM all of the Company shares issued upon exercise of such BSAs.

General Regulation, this appointment was submitted to the AMF, which did not
oppose it under the terms of its decision dated September 1st, 2020. The
expert's report will be included in the note to be filed with the AMF in
connection with the Offer.

Michel Artières, Chairman and CEO of ATEME, says: "We are proud to announce
this major step towards the acquisition of Anevia, which has been unanimously
approved by the Boards of Directors of both companies and welcomed by their
respective employee representative bodies. The operations required to complete
the transaction have begun and the acquisition of the majority stake remains
subject to one technical condition that should be lifted rapidly, allowing the
natural course of the transaction to continue."

Laurent Lafarge, Chairman and CEO of Anevia, says: "We are very pleased that
this project with Ateme continues to materialize with a strong support among
our teams. We are ready to move forward quickly to ensure that the best level
of energy is deployed in the construction of the enlarged Group to serve our
customers around the world."

About ATEME: ATEME is the new leader in video distribution infrastructure,
serving premium content and the world's largest service providers. Listed on
Euronext Paris since 2014, ATEME has transformed the field of video
broadcasting. ATEME was the first company to market a 10-bit 4:2:2 solution,
the first to offer a fully operational HEVC and HDR solution, and recently
launched the first true NFV software solution for video broadcasting, designed
to support the transition of service providers to video datacenters. To
complement their leading-edge technology, ATEME partners with technology
leaders such as Intel, Apple and Microsoft to create the best video delivery
solutions. ATEME is an active member of groups and organizations such as DVB
and SMPTE. ATEME has actively participated in the ITU's work for the
standardization of the HEVC codec in 2013. In June 2014, ATEME joined the
Alliance for Open Media to help develop an open and royalty-free video codec.
ATEME is headquartered in Vélizy, Ile de France, and has R&D and support
offices in Rennes, Denver, Sao Paulo, Singapore and Sydney. With a commercial
presence in 24 countries, ATEME has 300 employees, including 100 of the world's
top video experts. In 2019, ATEME served nearly 400 customers around the world
and achieved a turnover of 66.4 million euros, 93% of which was achieved
through exports.

About ANEVIA: Anevia is a leading OTT and IPTV software provider of innovative
multiscreen solutions for the delivery of live TV, streaming video,
time-shifted TV and video on demand services. The company offers a
comprehensive portfolio of video compression, multiscreen IPTV head-ends, Cloud
DVR and CDN solutions to enable viewers to enjoy a next-generation TV
experience - anywhere, anytime and on any screen - including 4K UHD content.
The solutions have been widely adopted by globally renowned telecom and pay-TV
operators, TV broadcasters and video service providers in hospitality,
healthcare and corporate businesses.
Founded in 2003, Anevia has a track record of being first to market with
advanced video technologies. The company is a member of and active contributor
to several TV, media and hospitality industry associations. Headquartered in
France, with regional offices in the USA, Dubai and Singapore, Anevia is listed
on the Paris Euronext Growth market.
For more information please visit www.ateme.com and www.anevia.com

Anevia Contacts

Anevia
Silvia CANDIDO
Field Marketing Director
Tel: +33 1 81 98 32 40
Email: investisseurs@anevia.com

ACTIFIN
Alexandre COMMEROT
Isabelle DRAY (relations presse)
Tel: +33 1 56 88 11 11
Email : acommerot/idray@actifin.fr

ATEME Contacts           Investor Relations           Media Relations

Michel Artières            Olivier Lambert        Anne-Catherine Bonjour
CEO                  Tél: +33 (0)4 72 18 04 91   Tél: +33 (0)1 53 67 36 93
                          ateme@actus.fr             acbonjour@actus.fr

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ANEVIA (EPA:ALANV) ATEME’S ACQUISITION OF ANEVIA: SIGNING OF THE FINAL AGREEMENT

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