Prodways Group: completion of AvenAo acquisition; 2018 revenue target of €50 million
Paris, 3 November 2017 at 6:00pm
Following 1 August press release, Prodways Group (Euronext Paris: PWG), a specialist in industrial 3D printing, announces the completion today of the acquisition of AvenAo, an expert in the integration of 3D design applications for over 15 years, and the issue of 992,586 new shares for the payment of part of the transaction.
As a major differentiation factor for Prodways Group, the AvenAo acquisition will accelerate its commercial development and its consolidation strategy across the entire industrial 3D printing value chain. The combined activities of AvenAo and Prodways Group will provide a comprehensive offer to organisations from project design to parts production. This transaction is part of the strengthened collaboration between Prodways Group and Dassault Systèmes in the industry of the future area (press release of 1 August 2017).
Expert in integration of Dassault Systèmes’ SOLIDWORKS applications in design and 3D development. AvenAo can handle all issues relating to the design function and offers consulting in 3D design and integrating 3D printing solutions. In 2016, AvenAo and its subsidiaries employed 75 people and were profitable. AvenAo will be consolidated within the Systems division and should contribute at least €10 million to Prodways Group's revenue in 2018.
This transaction enables Prodways Group to mark a major stage in its development. The Group has now 400 employees and should see very strong revenue growth, which could reach around €50 million in 2018.
Following the transaction, Sébastien Vercruysse, new significant Prodways Group shareholder, and co-founder of AvenAo, will strengthen Prodways Group's management team. Sébastien Vercruysse has demonstrated his ability to develop AvenAo and will put his skills to use for the sales development of the Products and Systems divisions and the roll-out of an integrated 4.0 industry offer (software, design and 3D printing) within Prodways Group.
The transaction was paid partly through the allocation of ordinary Prodways Group shares and partly in cash, an earn-out in cash accounting for about 17% of the total deal may be paid in 2019. Prodways Group announces today the issue of 992,586 new shares as consideration for the contribution of 892 shares in AvenAo Solution 3D (AvenAo), representing 42.92% of capital and voting rights of the Company. The value of the contributed shares is €5,995,230.12.
An application for the admission to trading on Euronext Paris of the new ordinary Prodways Group shares issued will be made. This transaction does not give rise to the issue of a prospectus in application of the provisions of article 212-5 1° of the French Financial Markets Authority (AMF) General Regulations, as the said shares represent less than 10% of the number of shares in the same category that have already been admitted for trading on Euronext Paris.
Thus, in accordance with article 17 of AMF instruction no. 2016-04, the following should be noted:
Terms of the transaction
Sébastien Vercruysse and Lenny Vercruysse, founders of AvenAo.
Company from which the securites are transfered:
AvenAo Solution 3D SAS (AvenAo).
Nature of the transaction:
Increase in share capital through the issue of new ordinary shares as consideration for the transfer of assets.
Nominal amount of the share capital increase:
€496,293, along with a share premium of €5,498,926.44, i.e. an overall increase in share capital of €5,995,219.44.
Number of new shares:
992,586 new ordinary Prodways Group shares with a nominal value of €0.50 each.
A shareholder owning 1.00% of Prodways Group capital before the issue of 992,586 new shares will own 0.98% of the capital after the transaction.
Valuation of the contribution of securities:
The consideration for the contribution has been calculated based on a valuation of the Prodways Group share at €6.04.
This contribution has been the subject of a report prepared by two contribution auditors designated by the ruling of the Chairman of the Paris Commercial Tribunal on 13 September 2017, in accordance with the provisions of article L. 225-147 of the French commercial code, along with a fairness opinion on the consideration for the contribution.
Legal framework for the transaction:
This share capital increase was decided by the Board of Directors on 31 October 2017, using the twenty-fifth extraordinary resolution of the Combined Shareholders' Meeting of 21 March 2017 and subject to the limits of the twenty-fifth and twenty-sixth resolutions of this Shareholders' Meeting, with sub-delegation to the Chairman and Chief Executive Officer to acknowledge the final completion.
An additional Board of Directors' report on the use of the delegation granted to it has been made available to Shareholders under the regulatory conditions.
- About Prodways Group
PRODWAYS GROUP (Euronext Paris: PWG) is a specialist in industrial and professional 3D printing with a unique positioning as an integrated European player. The group has developed right across the 3D printing value chain (machines, materials, parts & services) with a high value added technological industrial solution. PRODWAYS GROUP offers a wide range of 3D printing systems and premium composite, hybrid and powder materials (SYSTEMS division). The company also manufactures and markets parts on demand, prototypes and small production run 3D printed items in plastic and metal (PRODUCTS division). The Group targets a significant number of sectors, from aeronautics to healthcare.
In 2016, the company generated revenue of €25.2 million, including 58% outside of France. Building on revolutionary and proprietary technology, MOVINGLight®, PRODWAYS GROUP today has global visibility in the industrial 3D printing sector and with leading customers.
PRODWAYS GROUP is a Groupe Gorgé company.
For further information: www.prodways-group.com
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Prodways Group – Raphaël Gorgé
Chairman and CEO
Tel: +33 (0)144 779480
Actus Finance – Natacha Morandi
Prodways Group – Elodie Robbe-Mouillot
Actus Finance – Jean-Michel Marmillon
Financial Press Relations
Releases from the Prodways Group may contain forward-looking declarations with statements of objectives. These forward-looking statements reflect the current expectations of the Prodways Group. Their realization, however, depends on known or unknown risks, uncertainties and other factors that may cause actual results, performance or events to differ significantly from those previously anticipated. The risks and uncertainties that might affect the Group's future ability to achieve its targets are reiterated and presented in detail in our Basis Document available on the Prodways Group's website (www.prodways-bourse.com). This list of risks, uncertainties and other factors is not exhaustive. Other unanticipated, unknown or unpredictable factors may also have significant negative effects on the achievement of our objectives.
The current release and the information contained therein do not constitute an offer to sell or to subscribe, nor a solicitation for an order to purchase or subscribe to shares in Prodways Group or in any subsidiaries thereof listed in whatsoever country.