USU Software AG (ISIN: DE000A0BVU28) (“USU” or “Company”) today signed a delisting agreement with AUSUM GmbH and NUNUS GmbH, a wholly-owned subsidiary of its majority shareholder, AUSUM GmbH. AUSUM GmbH holds approximately 53.68% of the Company’s voting rights. NUNUS GmbH does not hold any shares in USU. Under this agreement, the Company shall apply for the revocation of the admission of USU shares to trading on the regulated market (“delisting”) following the publication of a public delisting purchase offer by NUNUS GmbH. USU will also submit an application to terminate trading on the OTC markets of the Stuttgart, Dusseldorf, Hamburg, Munich, Berlin and Bremen stock exchanges and the XETRA electronic trading platform.
In the delisting agreement, NUNUS GmbH agreed to submit a public delisting purchase offer to the shareholders of USU in the form of a cash offer to acquire all shares in USU in exchange for payment of a cash consideration.
NUNUS GmbH will prepare an offer document and submit it to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”)) for review and approval prior to its publication.
NUNUS GmbH notified USU that the offer price should be EUR 18.50 but at least close to the statutory minimum price.
Having considered all the circumstances, the Management Board and the Supervisory Board of USU are of the opinion that the delisting and thus also the conclusion of the delisting agreement are in the Company’s best interests. The Management Board believes that the listing or inclusion of USU shares on a stock exchange has offered few strategic and financial advantages in the past. Consequently, the considerable costs associated with tightening regulation no longer appear to justify a listing. In view of the overall circumstances, the delisting is in the best interest of the Company.
Against this background, the Company has agreed to support the delisting purchase offer of NUNUS GmbH, subject to a detailed review of the offer document and within the scope of its legal obligations. In accordance with their legal obligations, the Management Board and Supervisory Board will issue a reasoned statement on the delisting purchase offer of NUNUS GmbH pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG).
A decision on the application for delisting will be made by the Management Board of the Frankfurt Stock Exchange. Once the revocation of the listing becomes effective, USU shares will no longer be admitted for trading or traded on a regulated market in Germany or a comparable market abroad.