Cassidian CyberSecurity signed an agreement to become the main shareholder of Arkoon Network Security, one of the recognised major European players in network security, information systems protection and data confidentiality.
Following the acquisition of Netasq on 16 November 2012, the acquisition of Arkoon Network Security represents a new strategic step in the creation of the European industrial base for cyber-security products and solutions. The extended portfolio constitutes a firm foundation for guaranteeing the security of IT networks for governments, critical infrastructures and strategic industries.
Jean-Michel Orozco, CEO of Cassidian CyberSecurity, said: “A global cyber-security offering must necessarily rely on an extensive range of products and solutions in order to meet the needs of our customers. The combination of Cassidian CyberSecurity, Netasq and Arkoon Network Security has created an industrial player with an international dimension, supplying trusted European solutions for guaranteeing the security of information systems”.
Thierry Rouquet, Chairman of the Board of Arkoon Network Security, adds: “This is excellent news for our customers, partners and staff, and it will enable Arkoon Network Security to benefit from new opportunities in terms of access to international markets”.
The share purchase agreement dated 26 April 2013 concerns the sale of approximately 83.9% of Arkoon Network Security shares to Cassidian CyberSecurity at a maximum price of 3.25 Euros per share.
The planned transaction concerns all the shares held by the major financial shareholders of Arkoon Network Security, the founders and the management.
The personnel representative bodies of both companies have been informed and consulted and this planned transaction remains subject to certain of the usual conditions precedent.
Subject to completion of the transaction, which should, in principle, take place in May 2013, and after effective transfer of the shares from the main shareholders of Arkoon Network Security as listed above, and taking account of the loss of the double voting rights from which some of the shares benefitted, Cassidian CyberSecurity will hold approximately 83.9% of the capital and voting rights of Arkoon Network Security.
Consequently, Cassidian CyberSecurity will, in compliance with articles 234-2 and 235-2 of the General Regulations of the French markets authority (Autorité des Marchés Financiers - AMF), submit a simplified tender offer (OPAS) followed, if applicable, by a mandatory squeeze-out procedure should, subsequent to the OPAS, Cassidian CyberSecurity hold more than 95% of the share capital and voting rights of Arkoon Network Security, for all the outstanding Arkoon Network Security shares and voting rights. For both tender offer and mandatory squeeze-out procedure, the price per Arkoon Network Security share will be equal to the price per share paid during the above-mentioned operation, subject to obtaining the issuance of a statement of compliance by the AMF and subject to the findings of an independent expert who will assess the financial conditions of the OPAS and, as applicable, the mandatory squeeze-out procedure.
In this respect, the Supervisory Board of Arkoon Network Security appointed the firm Paper & Audit on 24th April 2013 as the independent expert, in accordance with article 261-1 and following of the AMF general regulations.
The Arkoon Network Security company asked that trading of its stocks be suspended as of close of business on 26 April 2013, a situation that is to be maintained until further notice.
Date: Apr 29, 2013