Econocom Group SE — M&A Activity 2013

Nov 13, 2013

REGULATED INFORMATION

13 November 2013

Successful friendly public offer by Econocom on Osiatis

Econocom, a European business‐to‐business digital service provider, announces the success of its friendly public offer (the "Offer") on the securities of the company Osiatis. At the end of the Offer, Econocom controls, directly and indirectly, 97.4% of Osiatis' share capital.

Jean‐Louis Bouchard, President of Econocom declares that: "The investors' choice to respond positively and massively to our offer gives great satisfaction to all of the Econocom and Osiatis teams. The fact that the majority of the shareholders have chosen the offer in shares reflects their confidence in the new entity and its development potential."

For the record, the alliance between Econocom and Osiatis gives birth to a new player in the digital service sector with more than 8,000 employees present in 20 countries and with total revenues amounting to €2 billion.

97.4% of Osiatis' share capital controlled by Econocom

Following the completion of the Offer, which was held from 4 until 31 October 2013, Econocom directly holds 14,945,713 Osiatis shares, representing 89.85% of the share capital and 89.83% of the theoretical voting rights.

Taking into account the 1,253,653 shares held by Osiatis itself, which represent 7.54% of Osiatis' share capital, the shares not tendered in the Offer by the minority shareholders represent 434,034 shares to which a maximum of 437,957 theoretical voting rights are attached, representing 2.61% of the share capital and maximum 2.63% of the theoretical voting rights.

Strong demand for the public exchange offer

The 6,313,158 Osiatis shares tendered in the Offer are allocated among the different branches of the Offer as follows:

‐ The principal mixed offer (1 Osiatis share for 1 Econocom Group share and €4 in cash): 2,883,650 shares (45.68% of the demand)

• ‐ The subsidiary exchange offer: (3 Osiatis shares for 5 Econocom Group shares): 3,107,031 shares (49.21%);
• ‐ The subsidiary cash offer (€10 per Osiatis share): 322,477 shares (5.11%).

The Osiatis shares tendered in the principal mixed offer and the subsidiary cash offer will be fully served. In accordance with the reduction mechanism as provided and described in Econocom's offer document, the Osiatis tendered in the subsidiary exchange offer will be served up to 15.57% (the balance being reassigned to the principal mixed public offer).

Hence, Econocom acquires the 6,313,158 Osiatis shares that were tendered, allocated as follows:

• ‐ principal mixed offer: 5,506,966 shares;
• ‐ subsidiary exchange offer: 483,715 shares;
• ‐ subsidiary cash offer: 322,477 shares.

The settlement of the Offer will take place on 18 and 19 November 2013. Econocom will therefore proceed with the creation of the 6,313,158 new shares and the payment of the €25,252,634. The share capital of Econocom will subsequently be composed of 112,532,206 shares allocated as follows:

• ‐ Jean‐Louis Bouchard (directly and indirectly): 41.77% of the share capital;
• ‐ Walter Butler (directly and indirectly): 6.36%;
• ‐ Treasury shares: 4.93%¹ ;
• ‐ Floating: 46.95%.

Squeeze‐out at €10 per Osiatis share

In accordance with articles 237‐14 et seq. of the General regulation of the French financial markets authority (the "AMF"), Econocom will request, after the settlement of the Offer, the implementation of a squeeze‐out procedure.

The squeeze‐out procedure will allow Econocom to acquire the Osiatis shares of the company Osiatis which are not under its control at a price of €10 per Osiatis share, after deduction of all costs. The timing and the terms will be communicated by the AMF in a future notice.

The listing of the Osiatis shares (FR0004044337 – OSA) remains suspended until further notice.

¹ Based on the amount of treasury shares held on 13 November 2013

The offer document, issued by Econocom, concerning inter alia the contribution terms of the Offer, approved by the AMF under number 13‐519, as well as the information concerning the characteristics, including the legal, financial and accounting characteristics, of Econocom, are available at the websites of the AMF (www.amf‐ france.org) and of Econocom (www.econocom.com). The offer document may as well be obtained free of charge from Econocom or the offering institution.

The offer document in response issued by Osiatis and approved by the AMF under number 13‐520, as well as the information concerning the characteristics, including legal, financial and accounting characteristics, of Osiatis are available at the websites of the AMF (www.amf‐france.org) and of Osiatis (www.osiatis.com). The offer document in response may as well be obtained free of charge from Osiatis.

The provisional annual revenues of 2013 will be published on 28 January after the closure of the Exchange.

About Econocom

Econocom is a European provider of business‐to‐business digital services. In 2012, it posted consolidated revenue of €1.54 billion. The services provided by the group include consulting, distribution, technology management & financing, and a complete range of IT outsourcing services. On 12 September 2013, Econocom finalised the acquisition of a majority stake in Osiatis, a major infrastructure service provider and related applications specialist. This transaction has resulted in the creation of a major new digital service company, with over 8,000 employees in 20 countries and total revenue of around €2 billion.

The Econocom Group share (BE0974266950 ‐ ECONB) has been listed on the Euronext NYSE in Brussels since 1986 and is part of the BelMid index.

For more information: www.econocom.com ‐ Follow us on Twitter: http://twitter.com/econocom

Investor and shareholder relations: galliane.touze@econocom.com

PR contact : florence.lievre@econocom.com

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"This press release does not constitute and may not be construed as an offer to sell or buy financial instruments or as a solicitation to make such an offer in any jurisdiction where this would be illegal or addressed to any person to whom such offer cannot validly be made. The public offer made by Econocom in relation to the shares of the company Osiatis is not and will not be made subject to any registration formalities or visa outside of France."