S & T: "likelihood at 50 to 70 percent"
For more than two months possible takeover bid by the US investment vehicle Cloudeeva revolves around the share of the S & T IT professionals. The circumstances were not necessarily so that all investors are erupted in cheers storms. Today, it is ultimately not completely clear the intentions of the American investors are like seriously. And it is hardly surprising that the note of Linz - a short phase of initial euphoria apart - resistant below listed the 3 euro traded as a minimum price. Boersengefluester.de said Niederhauser about the current state of affairs, his intentions, the plans of the Americans, the announced dividend and the middle-class bond of S & T with S & T CEO Hannes.
Mr Nagar, last quite a radio silence with regard to the possible takeover of Cloudeeva reigned. What is the current status?
Hannes Niederhauser: is Adesh Tyagin, a former Fund Manager, approached us In the autumn of last year and has signaled interest in S & T. His plan: About the vehicle Cloudeeva, he wants to invest money in the IT industry and bring together several companies. In the interests of all shareholders we signed a letter of intent on November 22, 2013 with the Americans. We have give them insight in our books. A minimum price is set of 3 euros per S & T - share plus the earnings per share in 2013 in return in the memorandum of understanding. Therefore, it could amount to a price of around 3.30 euros.
What happened next?
The accounting firm Ernst & young, as well as the law firm CMS Hasche sigle were tasked with the due diligence. Originally, the audit should be completed on 13 January 2014. On 9 January Adesh Tyagin has us informed then that he will draw over probably three or four days. We have approved this time to the interested parties - accordingly the end of due diligence has been delayed to the rear.
And the results of the audit?
Cloudeeva told us, that due diligence was positive from their point of view and they want to continue the process. Details of the valuation report, I can't say anything. I even got the document not to face.
According to official information, Cloudeeva is dependent on the acquisition of S & T by the completion of "certain documents". What do you mean?
The sounds of course somewhat cryptically. However, you must consider that is financed also Adesh Tyagin about investors and he must first discuss the results with lenders, which feed its funds. The letter of intent exclusivity assures them until February 20, 2014. Should Cloudeeva have concluded that they want to submit a takeover bid for S & T, the company should inform us formally about this date.
Expresses your opinion somewhere the shoe? It comes to the price, the corporate cultures do not match or there are concerns with regard to the products of S & T? What still needs to be clarified?
Nothing needs to be clarified with us. I can only speculate: definitely no concern with respect to the corporate culture or our products. However Cloudeeva a company acquired already in the meantime - namely Bartronics America. Between S & T and Bartronics there no significant synergy effects but, to say it even gently. The crucial question for Adesh Tyagin may well be whether it is really useful to buy a European company in the Cloudeeva pool. Of course, the vote depends also from the current stock market environment. But I am in regular contact with the Americans, we make phone calls currently to approximately every two days.
What is the relationship between you and Cloudeeva?
If you want to: the chemistry between us is so far. However I'm coming more from the technology side, and the Americans are currently more interested in financial topics. Thus there is a more direct link to Erhard Grossnigg, but also vice versa my venture-capital-givers and co-shareholder in S & t.: In S & T's operational business model seems not so much to want to interfere with Cloudeeva.
Cloudeeva calls in their press release even April 15, 2014 as a date. What should have happened then until at the latest?
Until then should the takeover bid with the BaFin be filed and a finished paper prospectus are available. 15 April would be the day on which investors the takeover offer, so it because it comes, might assume in practice accordingly.
It originally said that the deal would only be if more than 50 percent of shareholders would agree to the takeover bid. Is this condition still up-to-date?
If the offer is actually tied to conditions, Cloudeeva would call only formal these points with publication of the offer. From the conversations I have with Adesh Tyagin, I can understand but that he uninstall in the medium term will list the S & T share and later wants to introduce new NASDAQ via Cloudeeva. He is convinced, that is on the US stock exchange a higher score achieving as in Germany. For this he needed 95 percent of S & T's shares. He will get that little in the first step. I assume, therefore, that he is first satisfied gives with a minimum acceptance threshold of 50 percent.
The main shareholders in S & T are you and the grosso-holding by Erhard Grossnigg. You come together on 38.5 percent of the vote. How will you decide? Would you accept the offer?
Yet there is no decision by us for this purpose, because we still don't know Yes the price. But if there is an offer to 3.30 euros, we will think hard about that. After all, the share was still never so high in their history. Seen in this way, Cloudeeva had good opportunities with us.
Would you remain President and CEO of S & T, if the offer goes through, and you would have tendered their shares?
Probably only for a year - not longer. The Americans have signaled me though that I should remain on board. With the 2014 completion, I would then probably draw the line. But these are unlaid eggs.
How about the bond (WKN: A1HJLL) issued in the amount of 15 million euro from the S & T 2013? Need to bond holders on changes set?
Cloudeeva considering to repay the bond may be at an early stage. A corresponding change-of-control clause is included in the terms and conditions. The clause works but only if at least 50 percent of the bondholders to consider this option. Currently the bond with nearly 104 percent is very good. Currently so there would be no reason for bond investors to get out of here. Within the SME segment, the bond is sure to better papers.
End of January, S & T surprised the market by announcing a dividend of 0.06 euros per share for 2013. What was the background to this decision?
Major S & T shareholders such as Mr Grossnigg put pressure with right and insist on a dividend. The restructuring of our society is finished. In addition, all IT companies from our peer group - so Bechtle, Cancom and Allgeier - throw a profit participation. And the proposal should not be great disturb the Americans that the payout would occur only after the annual general meeting in late May. Since the takeover bid would be through already. It is also also still the possibility that the offer is not reached. And then we would have used a signal with the proposed dividend to our investors.
Hand on heart: how high do you the probability, that it actually comes to the takeover offer by Cloudeeva?
This is a very difficult question. I personally would be sad if the deal fails. However, my sensibilities are not the issue here. Americans are always very determined toward me. But to say a number: I admit the whole a chance between 50 and 70 percent. Is important to me: should the merger – for whatever reason – not come, that would be no big deal for investors. Our businesses run well and last, we have given a very positive outlook for 2014.
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