Brief: Vantiva To Acquire Commscope’s Home Networks

Vantiva SA

03/10/2023 07:39

Oct 3 (Reuters) - Vantiva SA  VANTI.PA :
    * VANTIVA ANNOUNCES IT HAS ENTERED INTO AN AGREEMENT WITH
COMMSCOPE TO ACQUIRE COMMSCOPE’S HOME NETWORKS IN EXCHANGE FOR A
25% STAKE IN VANTIVA SA., A KEY MILESTONE IN ITS STRATEGIC
ROADMAP
    * A MAXIMUM CUMULATIVE EARNOUT OF $100M IN CASH CONTINGENT
UPON
VANTIVA (AT CONSTANT SCOPE) ACHIEVING AN EBITDA EQUAL OR
EXCEEDING EUR 400M
    * UNDER THE TERMS OF THE TRANSACTION, COMMSCOPE WOULD
RECEIVE: A
STAKE IN VANTIVA AT CLOSING, REPRESENTING A 25% STAKE ON A FULLY
DILUTED BASIS, THROUGH A SHARE CAPITAL INCREASE RESERVED TO
COMMSCOPE AS CONSIDERATION FOR THE HOME NETWORKS BUSINESS BEING
TRANSFERRED TO VANTIVA
    * A MAXIMUM CUMULATIVE EARNOUT OF $100M IN CASH CONTINGENT
UPON
VANTIVA (AT CONSTANT SCOPE) ACHIEVING AN EBITDA EQUAL OR
EXCEEDING €400M IN A GIVEN FISCAL YEAR OVER THE 5 YEARS
FOLLOWING THE FIRST FULL YEAR AFTER CLOSING
    * MAXIMUM PAYMENT IN A YEAR WOULD BE $50M
    * ACQUISITION IS SUBJECT TO VANTIVA'S EXERCISE OF CALL
OPTION
FOLLOWING INFORMATION AND CONSULTATION PROCESSES WITH RELEVANT
EMPLOYEE REPRESENTATIVE BODIES, WHICH WILL BE INITIATED AS SOON
AS POSSIBLE
    * WOULD SIGNIFICANTLY EXPAND ITS PORTFOLIO OF CLIENTS,
INCREASE
ITS FOOTPRINT TO KEY GEOGRAPHIES, AND ENHANCE ITS CAPABILITIES
FOR INNOVATION
    * CASH IMPACT FROM NET SYNERGIES IS EXPECTED POSITIVE FROM
2025 ON
    * TRANSACTION WOULD BE EXPECTED TO BE COMPLETED LATE Q4 2023
    * THE TRANSACTION HAS BEEN APPROVED BY THE BOARD, IN WHICH
MAIN
SHAREHOLDERS ARE REPRESENTED, AND SUPPORTED BY BRIARWOOD,
LARGEST SHAREHOLDER NOT PART OF THE BOARD

Source text for Eikon:  ID:nGNE6jt5ct 
Further company coverage:  VANTI.PA 

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