RB nr 81/2007
Komisja Nadzoru FinasowegoLegal basis: Art. 56 subpar. 1 pt. 1 of the Act on Public Offering
In reference to the report no. 32/2007 from May 22, 2007 and on the basis of § 2 subpar.1 pt. 5 of the Decision of the Minister of Finance from April 13, 2006 on the kind of information which can violate the reasonable interest of the issuer and the procedure connected with the delay in publishing confidential information the Management Board of MCI Management SA informs that due to significant developments that have transpired over time, MCI has decided to strip Actebis Scandinavian entities from the transaction proposed by the Otto Group. After lengthy negotiations, Actebis Holding GmbH has agreed to sell the Scandinavian entities to another buyer and on November 7, 2007 the parties signed a Revised and Restated Agreement Regarding the Sale and Purchase of Shares in Certain Subsidiaries of Actebis Holding GmbH.
On November 19, Actebis Holding GmbH informed MCI Management about the execution of the planned 100% sale of the Scandinavian subsidiaries to ARQUES Industries AG, who has recently closed an acquisition of Actebis companies in Germany, France, the Netherlands and Austria. The seller is the Otto Group which is withdrawing from the IT wholesale business segment for strategic reasons. The takeover is subject to the usual approval of the relevant cartel authorities.
MCI will close the acquisition before January 13, 2008 investing approximately PLN 50 million of equity and leveraging the acquisition of an 80% stake in ABC Data Sp. z o.o. in Poland (the 100% owner of ABC Data s.r.o. in Slovakia) and Actebis Computer s.r.o. in the Czech Republic with an approximately 120 million leverage. If the IPO valuation of ABC Data Holding SA exceeds Euro 64.24 million, MCI will pay Actebis Holding GmbH a sweetener in the amount of Euro 9.52 million. The estimated 2007 sales of the combined entities will reach approximately PLN 2.45 billion and the net income after tax PLN 20.5 million, in both cases representing a YoY growth of 19%.