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 - Seite 2

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.

As a result of the transaction, CommScope would therefore become a welcomed key reference shareholder in Vantiva. CommScope would also have one representative join Vantiva’s Board of Directors, highlighting its commitment to and support for Vantiva’s strategy and the value creation potential associated with the transaction. In addition, CommScope would commit to an 18-month lock-up period with regards to the Vantiva shares received as part of the transaction.

“We are excited about the strategic opportunity to sell our Home Network business to Vantiva and become a key reference shareholder in Vantiva,” said Chuck Treadway, CEO of CommScope. “The combination of the two entities will create value for customers and other stakeholders and we look forward to supporting Luis and the rest of the Vantiva team in the execution of the combination and the potential value creation.”

Under the terms of the agreement, the acquisition is subject to Vantiva’s exercise of the call option following information and consultation processes with relevant employee representative bodies, which will be initiated as soon as possible.

Subject to the exercise of the call option, the capital increase reserved to CommScope will be submitted to the approval of the shareholders of Vantiva. RSM, acting as independent expert, has been appointed by Vantiva with the agreement of the Board of Directors to issue an opinion on the fairness of the financial terms of the transaction. The conclusion of the report of the independent expert mandated by Vantiva will be included in the information sent to shareholders prior to the holding of the shareholders’ meeting. When approved by the AMF, a prospectus describing the transaction will be made available to shareholders.