ANEVIA (EPA:ALANV) ATEME’S ACQUISITION OF ANEVIA: SUCCESSFUL SALE OF MAJORITY STAKE TO ATEME REORGANISATION OF ANEVIA'S GOVERNANCE FOLLOWING THE TAKEOVER BY ATEME

Transparency directive : regulatory news

27/10/2020 07:12

Press Release

Paris, 26 October 2020

   ATEME'S ACQUISITION OF ANEVIA: SUCCESSFUL SALE OF MAJORITY STAKE TO ATEME

     REORGANISATION OF ANEVIA'S GOVERNANCE FOLLOWING THE TAKEOVER BY ATEME

Following the announcement on 6 October 2020 of the signature of the final
agreements between ATEME (ISIN: FR0011992700) ("ATEME") and the main
shareholders of Anevia (ISIN : FR0011910652) ("Anevia"), ATEME and the main
shareholders of Anevia (the "Majority Shareholders") announce the completion
today of a first contribution in kind to ATEME by the Majority Shareholders,
with regards to a total of 4,283,620 Anevia shares representing 85% of the
share capital and 85% of the voting rights of Anevia(1), paid through the
allocation of 1 ATEME share for every 10 Anevia shares contributed, in addition
to a cash payment of EUR2 per Anevia share contributed (the "First
Contribution"). The completion of the First Contribution follows the delivery
by the contribution auditors of their reports, in accordance with applicable
legal and regulatory provisions.

The Majority Shareholders will, in the next few days, transfer to ATEME the
balance of their interest in Anevia's share capital, i.e. a total of 689,873
Anevia shares, by means of, on the one hand, the contribution in kind of the
shares resulting from the exercise of their dilutive instruments to date (in
accordance with the same terms and conditions as those of the First
Contribution) (the "Second Contribution" and, together with the First
Contribution, the "Contribution") and, on the other hand, the sale of the
remaining shares not contributed in kind to ATEME in connection with the
Contribution (83 shares), at a price of 3.50 euros per Anevia share (the
"Acquisition").

Following the Contribution and the Acquisition, ATEME will hold 4,973,493
Anevia shares representing 87% of the share capital and 87% of the voting
rights of Anevia(2) and the Majority Shareholders will hold 497,341 ATEME
shares representing together less than 5% of the share capital and
approximately 4% of the voting rights of ATEME.

Breakdown of the share capital of Anevia and ATEME following the Contribution
and the Acquisition:

ATEME :

                                   Percentage of (on           Percentage
Shareholder              Number of capital a non-   Number of     of voting
                         Shares    diluted basis)   voting rights rights (on a
                                                                  non-diluted
                                                                  basis)

Concert Michel Artières  1,213,479      11%           2,426,890        20%
Keren Finance              595,118       5%             594,606         5%
AXA IM                     507,974       5%             508,311         4%
NJJ Capital (X.Niel)       563,762       5%             563,871         5%
Otus                     1,038,543       9%           1,039,083         8%
Majority Shareholders
who participated in the
Contribution and the
Acquisition                497,341       5%             497,341         4%
Public                   6,612,187      60%           6,688,429        54%
Dilutive Instruments         -           0%                -            0%
Total                   11,028,404     100%          12,318,531       100%

Anevia :

                                   Percentage of                  Percentage
Shareholder              Number of capital(on a non- Number of    of voting
                         Shares    diluted basis)   voting rights rights (on a
                                                                  non-diluted
                                                                  basis)

ATEME                   4,973,493       87%          4,973,493        87%
Autocontrol                 5,110        0%              5,110         0%
Other Shareholders        732,615       13%            743,446        13%
Total                   5,711,218      100%          5,722,049       100%

(1) On a non-diluted basis from the exercise of dilutive instruments that are
exercised concurrently with the Contribution
(2) On a diluted basis from the exercise of dilutive instruments exercised
concurrently with the Contribution

In accordance with the final agreements signed on 6 October 2020, Anevia's
Board of Directors will meet after the Second Contribution to take into account
the new composition of Anevia's shareholder base and consequently:

- acknowledge the resignation of Mr Alexis Delb, Mr Laurent Grimaldi and LBO
France Gestion, whose permanent representative is Mr Valéry Huot, from their
positions as directors of Anevia;

- acknowledgethe separation of the functions of Chairman of the Board of
Directors and Chief Executive Officer and appoint Mr. Michel Artières as
Chairman of the Board of Directors of Anevia (with a casting vote in the event
of a tie vote in accordance with Anevia's bylaws), with Laurent Lafarge
continuing to exercise his functions as Chief Executive Officer and Director of
Anevia ;

- to co-opt, subject to ratification by the next Anevia shareholders' meeting,
Michel Artières and Laurent Cadieu as directors of Anevia.

Michel Artières is co-founder, Chairman and Chief Executive Officer of ATEME.
After an initial experience of technical responsibility for an image processing
research laboratory at the French Defense Procurement Agency, Michel co-founded
ATEME in 1991 and is now its Chief Executive Officer. In particular, he led the
internationalization and progressive repositioning of the group towards a sales
model oriented towards more recurring revenues. Michel obtained his engineering
degree at Supélec Paris, specialising in signal processing and
telecommunications.

Laurent Cadieu is a former investment banker with a solid experience in
software and telecommunications. Laurent was responsible for BNP Paribas'
European equities, and managed BNP Paribas' entities in France, the UK, the US,
Germany, Switzerland and Japan. He was a member of the Board of Directors of
Nasdaq Europe and Easdaq from 2001 to 2007, and director of numerous technology
companies in Europe. Laurent is a graduate of École Polytechnique and Telecom
Paris.

As indicated in the press release of October 6, 2020, ATEME will file in the
first half of November 2020 a draft simplified alternative mandatory public
offer, consisting of a simplified mixed public offer (the "OPM") and, as an
alternative, a simplified cash tender offer (the "OPAS"), and, together with
the OPM, the "Offer"), covering, under the conditions described below, all
shares and securities giving access to the share capital or voting rights of
Anevia which are not held by ATEME at that date in accordance with applicable
regulations. The proposed Offer will be subject to review and approval by the
Autorité des marchés financiers ("AMF"). The Offer will be followed, if the
applicable conditions are met, by the implementation of a squeeze-out procedure
(the "Squeeze- Out").

The Offer will consist of an OPM and an OPAS in an alternative manner,
mirroring identically the terms of the Contribution and the Acquisition:

* under the OPM: ATEME will offer, as a principal offer, to the Anevia
shareholders to exchange the Anevia shares they hold for ATEME shares to be
issued at a ratio of 1 ATEME share to be issued for 10 Anevia shares
contributed, plus a cash payment of EUR2 per Anevia share contributed (i.e.
EUR20 for 10 Anevia shares contributed);

* under the OPAS: ATEME will offer Anevia shareholders the opportunity to
acquire (i) the Anevia shares, at a price of EUR3.50 per share and (ii) the
warrants not exercised at the opening date of the Offer, at a price of EUR1.06
per 2017C warrant, EUR1.64 per 2019A warrant, EUR0.24 per A warrant and EUR1.54
per B warrant.

Anevia reminds that, in accordance with applicable regulations, the firm A2EF
(Associés en Evaluation & Expertise Financière), represented by Mrs Sonia
Bonnet-Bernard (60 Rue de Longchamp, 92200 Neuilly-Sur- Seine), has been
appointed by Anevia's board of directors as an independent expert in charge of
preparing a report on the financial terms and conditions of the Offer,
including in the context of the Squeeze-Out Procedure.

The independent expert's report, together with the board of directors' reasoned
opinion, will be included in the draft offer document to be prepared by Anevia
in connection with the Offer and submitted to the AMF for review.

The board of directors of Anevia, in its new composition, will decide on the
merits of the Offer and its consequences for Anevia, its shareholders and its
employees, in particular in light of the conclusions of the independent
expert's report.

Michel Artières, Chairman and Chief Executive Officer of ATEME, said: "We are
proud to announce the completion of this major step in the acquisition of
Anevia following the signature of the final agreements on 6 October. The first
stage of the transaction has been successfully completed and the natural course
of the transaction will enable ATEME to finalise the acquisition of Anevia in
the coming weeks."

Laurent Lafarge, Chairman and CEO of Anevia, states: "We are very pleased that
this project with ATEME has been concretely materialised by the success of this
stage. We are now all ready for the final stages of this transaction, namely
the success of the Offer enabling ATEME to finalise this acquisition which will
enable the construction of an enlarged Group serving all our customers
worldwide."

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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22/12/2020 17:45

ANEVIA (EPA:ALANV) ATEME’S ACQUISITION OF ANEVIA: SUCCESSFUL SALE OF MAJORITY STAKE TO ATEME REORGANISATION OF ANEVIA'S GOVERNANCE FOLLOWING THE TAKEOVER BY ATEME

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