Keopsys group makes changes in Quantel’s Board

KEOPSYS Group holding company, acquired for € 5 million, 93.8% of the capital of EURODYNE, which holds 1,184,513 QUANTEL shares and 1,928,579 voting rights, representing 14.6% of the capital and 21.3% of the voting rights of QUANTEL.

The remaining balance, representing 6.2% of EURODYNE’s capital, is subject to a reciprocal sales agreement with ESIRA based on a sales price of €330,000, while a €650,000 earnout could be paid to the sellers under certain conditions. The reciprocal sales agreement with ESIRA also concerns the €1 million partner current account recorded in EURODYNE’s books.

As EURODYNE’s only significant asset is its equity interest in QUANTEL, and taking into account its net debt of € 900,000, this acquisition gives, for information and to ensure transparency, a price of around €5.252 per QUANTEL share, and, if the earnout is paid, around €5.803 per QUANTEL share.

Based in Lannion, France, the KEOPSYS Group is made up primarily of KEOPSYS, LEA PHOTONICS and SENSUP, which are all fully owned by ESIRA and specialized in designing and marketing fiber lasers and integrated fiber laser systems for scientific, industrial and military applications. With around 100 employees, the KEOPSYS group recorded revenues of approximately €16.2 million and net income of around €2.2 million in 2015. In the first half of 2016, revenues of KEOPSYS group was approximately € 8.3 million and net income came to approximately € 0.8 million. At June 30, 2016, the KEOPSYS group cash position was about € 3.9 million. With a financial debt of € 7,8 million, the Group’s net debt at the end of the first half of 2016 was approximately € 3.9 million.

As part of this equity investment, ESIRA said it wanted to establish an industrial and commercial partnership with Quantel in order to develop all possible synergies, aiming at establishing a leading global player in optronics and photonics.

Alain de Salaberry will be resigning from his positions as Chairman and Chief Executive Officer and as a director of QUANTEL following the proposed capital increase presented hereafter. Mr Christian Moretti, Mr Patrick Schoenahl and Mr Ghislain du Jeu have also indicated that they will resign from their positions as directors at the same time as Alain de Salaberry’s resignation. Following these resignations, ESIRA has indicated that it intends to ask for two directors to be coopted, including Marc Le Flohic, ESIRA’s current Chairman, as Chairman and Chief Executive Officer of QUANTEL and to appoint a new permanent representative of EURODYNE to the Board of Directors, in replacement of Florent de Salaberry, also resigning. Following these changes, the Board of Directors will consist of six members instead of eight previously

In this context, Marc le Flohic will rely on Laurent Schneider-Maunoury, General Manager, while Alain de Salaberry will provide support as an advisor.

Alain de Salaberry, QUANTEL’s Chairman and Chief Executive Officer, commented: “I am very pleased with this operation, which will enable the QUANTEL Group to maintain a stable major shareholding structure around Marc Le Flohic, a talented business leader who has successfully and quickly developed his group in the laser sector thanks to his determination, his scientific relevance and his professionalism”.

Marc Le Flohic, ESIRA’s Chairman, declared: “Both QUANTEL and KEOPSYS Groups have built up expertise in very closely related technologies and market product ranges that complement together perfectly. I am delighted with this future collaboration, which will enable to support the QUANTEL Group’s growth over the coming years, aiming to develop a world leader for optronics and photonics, bringing together most of the laser technologies that exist today, such as semiconductor lasers, solid-state lasers, dye lasers and fiber lasers”.

Following the takeover of EURODYNE, ESIRA indirectly crossed the thresholds of 10% of share capital and 20% of voting rights of QUANTEL and indicated that it will proceed with the required notification of significant holdings and statement of intent within the legal timeframe. Such notification and statement of intent will be published on the AMF website .

ESIRA has already indicated that for the next six months, it does not plan to increase its stake in QUANTEL beyond the threshold that would trigger a mandatory tender offer, nor take control of QUANTEL.

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