Axway Announces Entering Into Exclusive Discussions to Acquire Most of Sopra Banking Software Activities - Seite 2

As part of the contemplated transaction, in order to secure its financing and guarantee the long-term independence of the new combined entity, Sopra GMT, which is the controlling shareholder of Axway, has informed the company of its intention to:

- Acquire from Sopra Steria Group, as part of a global and indivisible transaction, a block of c.3.6m Axway shares, representing c.16.7% of Axway’s capital, at a price per Axway share equal to 26.5€, and all of Sopra Steria Group’s residual preferential subscription rights;

- Subscribe to Axway's capital increase on an irreducible basis to the extent of its rights and those acquired from Sopra Steria Group, representing approximately 53% of the planned capital increase;

- Secure the remainder of the rights issue by subscribing any shares that would remain unsubscribed at the end of the allocation process.

It is specified that the financing of Sopra GMT undertakings as described above will be carried out with the support of One Equity Partners, which intends to become a minority shareholder of Sopra GMT, advanced discussions with a view to concluding a binding agreement are underway.

Sopra Steria granted exclusive rights to Axway and Sopra GMT to negotiate the envisaged transactions. Conditions to reaching binding agreements relating to the envisaged transactions and, subsequently, for the completion of these transactions, include, inter alia, satisfactory confirmatory due diligence, the implementation of the information and consultation procedure with the employee representative bodies of the different entities involved in the transactions, the obtaining of the necessary regulatory approvals, the approval of the Boards of Directors of Sopra GMT, Sopra Steria and Axway on the basis of satisfactory reports from independent experts on the contemplated valuation of SBS and Axway, the satisfactory negotiation of the transaction documents, the obtaining of waivers from the AMF concerning the filing of a mandatory tender offer on Sopra Steria and on Axway³, as well as the AMF approval of the prospectus to be submitted by Axway in connection with the aforementioned capital increase.

The objective is to close these operations before the end of Q2 2024 or, at the latest, during Q3 2024.

Pierre Pasquier, Chairman of Axway, Sopra Steria and Sopra GMT, declared:

"Axway's proposed acquisition of most of SBS's activities represents an undeniable strategic opportunity for both companies. Together, they would consolidate values, expertise and organizations that already have a lot in common, and would mutually benefit from each other. The creation of this strong critically-sized enterprise software house would support an independent and successful entrepreneurial project over the long term. Furthermore, by welcoming One Equity Partners to Sopra GMT's capital, we will be in a better position, through our role as reference shareholder, to support the combined entity in its future external growth objectives. In addition to the fact that Sopra Steria would retain a significant stake in Axway's capital, all the operations envisaged would significantly strengthen the strategic partnership between the two Groups, particularly in financial services, and more generally in Europe, where they share a large portfolio of customers."