SQLI

M&A Activity • Oct 11, 2021

Press release 11 OCTOBER 2021

DBAY Advisors announces a price increase of its proposed tender offer to acquire SQLI shares

• Price of the all-cash offer proposed by DBAY to be increased to €31 per share, representing a premium of 40% over the average closing share price weighted by daily volumes for the last twelve months preceding announcement.
• A shareholder representing 9.4% of the share capital has undertaken to tender its shares into the offer.

Reference is made to the September 23 announcement by DBAY Advisors ("DBAY"), holding 28.6% of the capital and 26.7% of the voting rights of SQLI (the "Company") of its intention to file a tender offer, through a dedicated vehicle, for the SQLI shares that it does not already own.

Following signature of an undertaking to tender to the offer and in order to foster a positive outcome, DBAY has announced today that the price of the tender offer is set at €31 per share, representing an increase of 3.3% against the previous price of €30 per share.

DBAY intends to implement a squeeze-out if it holds 90% of the share capital and voting rights following closing of the offer. No additional price would be paid in connection with the implementation of the squeeze-out.

The revised price of €31 per share values 100% of SQLI's share capital at approximately €143 M. This revised price represents a premium of 40% over the average closing share price weighted by daily volumes for the last twelve months and a 27% premium for the last six months preceding the announcement date.

Dbay announces that a shareholder representing 9.4% of the share capital has undertaken to tender its shares into the offer.

The filing of the offer remains conditional upon the issuance by the Board of Directors of SQLI of a positive opinion confirming that the offer is in the interest of SQLI, its shareholders and its employees, which will be prepared based on the report of the independent expert and the consultative opinion of the social and economic committee. It is therefore expected that the tender offer will be filed after SQLI's Board of Directors has submitted the said notice, it being specified that the completion of the offer is not subject to any regulatory authorisation other than that of the AMF, which will rule on the tender offer's compliance. In this respect, it should be noted that Finexsi was appointed by the Company's Board of Directors as an independent expert.

It is expected that the tender offer will be filed with the AMF in the middle of the fourth quarter of 2021 and finalised in the first quarter of 2022.

SQLI announces its Q3 2021 revenues on 26 October 2021 after close of trading.

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About SQLI: Founded in 1990, SQLI is a European digital services group that supports major international brands in creating value through Digital. Its creative and technical teams are committed to providing customers, consumers and users with new and engaging experiences based on the best technologies and methodologies, as well as their skills and convictions. They design, develop and deploy strong and effective architectures that improve companies' agility, increase their efficiency and promote their growth.

SQLI's 2,000 employees are spread over 13 countries: France, Switzerland, Luxembourg, Belgium, the United Kingdom, Germany, Sweden, the Netherlands, Denmark, Spain, Morocco, Mauritius and Dubai. In 2020, the SQLI Group generated revenues of €214m. SQLI has been listed on Euronext Paris (SQI) since 21 July 2000.

INVESTOR RELATIONS OLIVIER STEPHAN – +33 (0)1 85 64 20 20 – OSTEPHAN@SQLI.COM JEROME FABREGUETTES-LEIB – +33 (0)1 53 67 36 78 – JFL@ACTUS.FR FINANCIAL PRESS RELATIONS DEBORAH SCHWARTZ – +33 (0)1 53 67 36 35 – DSCHWARTZ@ACTUS.FR