Current Report No. 14/2020 — 29.12.2020 09:33Disclosure of delayed confidential information about the acceptance of the Binding Offer concerning the acquisition of shares in a subsidiary
The Management Board of Atende S.A. (the ′Issuer′, the ′Company′) hereby reports confidential information whose publication has been delayed by the Issuer on November 16th, 2020:
′Acceptance of the Binding Offer concerning the acquisition of shares in a subsidiary
With reference to the agreement on the basic terms and conditions of the transaction (the ′Term Sheet′) concluded on September 28th, 2020, the subject matter of which was the determination of the terms and conditions for the sale of 100% of shares in Atende Software sp. z o.o. with its registered office in Warsaw (′Atende Software′), the Management Board of Atende S.A. with its registered office in Warsaw (the ′Issuer′) hereby reports that on November 16th, 2020, it accepted a binding purchase offer (the ′Binding Offer′) for 100% of shares in Atende Software received from Custodia Capital Safari sp. z o.o. with its registered office in Warsaw (the ′Investor′).
The disclosure of information about the signing of the Term Sheet was delayed on September 28th, 2020 pursuant to Article 17(4) of the Market Abuse Regulation (MAR).
The sale of shares in Atende Software will take place following the separation from Atende Software to the newly formed company under the business name Atende Industries sp. z o.o. (′Atende Industries′) of an organised part of the enterprise related to IT systems for the energy sector.
The Binding Offer confirms the terms and conditions set out in the Term Sheet to which Atende Software (apart from the Issuer and the Investor) is also a party.
Pursuant to the provisions of the Binding Offer, the potential total value of the sale of shares in Atende Software will amount to PLN 52.5 million, with possible adjustments.
The Issuer and the Investor agreed that the Investor will carry out and complete due diligence of Atende Software by November 30th, 2020.
Transaction documents are scheduled to be signed by December 31st, 2020.
The Investor has a guaranteed exclusivity period during which the Issuer and Atende Software will not conclude any agreements or otherwise attempt to finalise the sale transaction of Atende Software with a third party, lasting 55 days from the date of the Issuer’s acceptance of the Binding Offer.′
In the Issuer’s opinion, early disclosure of the above confidential information to the public could violate its legally justified interests, in particular the early disclosure of information could have a negative impact on the course of the transaction and the negotiations and on the operating activity of Atende Software, as well as mislead the participants of the capital market because of the lack of certainty as to the execution of the transaction. In addition, in the Issuer’s opinion, the delay in the disclosure of confidential information did not mislead the public, and the Issuer ensured that the contents of the said confidential information were kept confidential until it was made public.
The reason for the disclosure of the aforesaid delayed confidential information is the fact that on December 29th, 2020, a share purchase agreement in Atende Software was concluded.