Bryan, Garnier & Co advises Axway on the acquisition of a controlling stake in Systar
Share the transaction
PHOENIX, ETATS-UNIS & PARIS, FRANCE, April 23rd, 2014 – Bryan, Garnier & Co acts as sole financial advisor to Axway, Inc. (NYSE Euronext: AXW.PA), a US-based software and services company, on its acquisition of 61.02% of Systar S.A. (NYSE Euronext: SAR) from its majority shareholders.
The acquisition includes the 5,750,120 shares owned by Ms Flasaquier, Messers Kuster and Beauchamp and SC Porres. It will be followed by the launch of a simplified tender offer in cash on the entire number of non-owned outstanding shares, for a total value of approximately €52.3m:
- Axway will offer €5.97 per Systar’s share, for a 55% premium compared to the average share price over the three months preceding the beginning of the exclusive negotiations the March 24th 2014.
The opening of the tender offer will be submitted to the AMF’s approval. Axway intends to initiate a squeeze-out procedure if the 95% threshold of shares or voting rights is reached as a result of the offer. The entire transaction should be finalized during the second half of 2014.
Systar S.A. is a leading provider of performance management software which enables companies to maximize the efficiency of their business operations and IT infrastructure. Systar enables business & IT managers to achieve greater operational agility by assisting them in anticipating problems, reducing risks and gaining market shares. The company has approximately 150 employees and its revenue for the 2012-2013 financial year amounts to €19m.
This acquisition will enable Axway to reinforce its position as a provider of performance management software that enables large organizations to maximize the efficiency of their business operations and IT infrastructure for large companies.
Bryan, Garnier & Co acted as Axway’s Sole Financial Advisor on the transaction and will act as the sponsoring bank for the simplified tender offer.
Olivier Garnier, Managing Partner, declares: “We are delighted to accompany Axway, one of the leading US/French software companies, in its acquisition of Systar. ”
Thibaut De Smedt, Partner, adds “Following the acquisition of Cameleon Software by Pros Inc., this transaction confirms the leadership of Bryan, Garnier & Co on French public mid-cap transactions and in the Software business in Europe.”
For more information, please contact:
Olivier Garnier de Falletans | Managing Partner | ogarnier@bryangarnier.com
Thibaut De Smedt | Partner | tdesmedt@bryangarnier.com
Christian Finan | Director Equity Capital Markets | cfinan@bryangarnier.com
Audrey Gennequin | Director – Corporate Finance | agennequin@bryangarnier.com
Jonathan Foiret-Hurbin | Senior Associate | jfoirethurbin@bryangarnier.com
Griffin Woollgar | Analyst | gwoollgar@bryangarnier.com
About Axway
Axway (NYSE Euronext: AXW.PA), a market leader in governing the flow of data, is a global software and services company with more than 11,000 public- and private-sector customers in 100 countries. For more than a decade, Axway has empowered the world’s top organizations with proven solutions that help manage business-critical interactions through the exchange of data flowing across the enterprise, B2B communities, the cloud and mobile devices. Axway is registered in France with headquarters in the United States and offices in 20 countries.
About Systar
Systar is widely viewed as the leading provider of Business Activity Monitoring (BAM) solutions by industry analysts and the market. Its powerful enterprise BAM platform gathers and correlates information across silos to detect performance gaps, deliver clear situational awareness and increase operation agility. Systar has offices in the United States and in Europe and is listed on Euronext Paris (ISIN: FR0000052854-SAR). More than 180 clients worldwide, including 10 of the 15 largest banks, use Systar performance management software which enables companies to maximize the efficiency of their business operations and IT infrastructure.