Ymagis’ combined ordinary and extraordinary shareholders’ meeting approves all resolutions authorising the completion of the acquisition of dcinex's entire share capital
Ymagis' combined ordinary and extraordinary shareholders' meeting held in Paris on Monday 20 October 2014, with a quorum of 79.05%, voted overwhelmingly in favour of all resolutions submitted by the Board of Directors, giving final approval to Ymagis' acquisition of dcinex
Commenting on the meeting, Jean Mizrahi, Chairman and co-founder of Ymagis, said: “I would like to thank all of the shareholders who participated in the shareholders' meeting for the trust they have shown in us by allowing us to complete this tie-up with dcinex and so become the leading European player in the industry. The key positions we currently hold across Europe make us a leader in each of our businesses.”
“We believe that the tie-up between dcinex and Ymagis will create synergies in the near term that will add real value for all Ymagis shareholders," added Bart Diels, outgoing Chairman of dcinex's Board of Directors and Partner at GIMV(1)
CREATION OF THE EUROPEAN LEADER IN DIGITAL TECHNOLOGIES FOR THE CINEMA INDUSTRY
With the acquisition of dcinex, Ymagis has completed a deal that will create a European leader in the supply of financial and technological services for the cinema industry.
Following the acquisition Ymagis will become:
- the financer of the largest network of cinemas in Europe operated under VPF contracts with almost 5,800 screens in 14 European countries;
- the European leader in the sale and installation of cinema equipment to cinema exhibitors, with an estimated European market share of 20%;
- the operator of the largest European network for the digital delivery of content, with more than 3,200 connected cinemas in 15 countries in Europe;
- the technical partner of the largest network of cinemas in Europe benefiting from NOC (Network Operating Center) services and maintenance contracts, with almost 7,200 screens (out of around 36,000) under contract in 21 countries.
INTEGRATION ALREADY UNDERWAY
The Ymagis and dcinex teams are already actively working to integrate the two groups and to build synergies and economies of scale. These efforts will start to have an impact from 2015. Significant progress has already been made commercially. With strong positions in European across all businesses, Ymagis is currently in advanced discussions with several distributors to explore pan-European partnerships for digital delivery of all cinema content to cinema exhibitors.
Ymagis has also recently announced the marketing launch of the new version of its TMS suite (Theatre Management System), available on a licensed or SaaS subscription basis. TMS helps exhibitors to optimise film scheduling and facilities management, for one or more cinemas and is currently in use under NOC services contracts in a large portion of the Ymagis cinema network operated under VPF contracts. The combined entity’s teams are already marketing the solution to dcinex’s exhibitor customers.
ALL RESOLUTIONS PASSED BY MAJORITY VOTE
Ymagis’ shareholders voted overwhelmingly in favour of all resolutions at the combined ordinary and
extraordinary shareholders’ meeting of 20 October 2014.
The ordinary resolutions approved at the meeting included:
· The appointment of Sparaxis SA (SRIW Group(1)), represented by Mr. Eric Bauche, as member of the Ymagis Board of Directors;
· The appointment of EVS Broadcast Equipment SA(1), represented by Mr Pierre Rion, as a non-voting member of the Ymagis Board of Directors.
And the following extraordinary resolutions:
· The valuation of 39,871 dcinex shares and 17,086 dcinex warrants tendered by dcinex shareholders to Ymagis;
· The issue, as part of the payment for the dcinex shares and warrants, of 699,379 new Ymagis shares representing a capital increase with a nominal value of €174,844.75 and €5.7m including the issue premium.
· The issue, as part of the payment for the dcinex shares and warrants, of 94,477 equity warrants (obligations à bons de souscription d’actions – OBSA) representing a bond with a principal amount of €15.4m. In addition to these securities, the balance of the payment to dcinex shareholders for the acquisition of 100% of capital and voting rights will be made through a cash payment of €5m, for a total of €26.1m. Pursuant to Article L 233-8-1 of the French Commercial Code (Code de commerce), Ymagis informs its shareholders that the total number of real voting rights(2) at the annual shareholders’ meeting of 20 October 2014 was 10,993,205.
The resolutions submitted to the shareholders' meeting are available, in French, under “Information Réglementée” in the Investors section of the Ymagis website www.ymagis.fr
(1) Gimv, EVS Broadcast Equipment SA and SRIW are three major shareholders of dcinex.
(2) Real total = total number of voting rights attached to the total number of shares – shares without voting rights