ANNOUNCEMENT
RESULTS OF THE MANDATORY TENDER OFFER OF "CD - MEDIA SOCIETAS EUROPAEA OF TRADING AND SALE OF SOFTWARE AND MULTIMEDIA OPTICAL SYSTEMS S.E.", FOR THE ACQUISITION OF ALL THE COMMON, REGISTERED, VOTING SHARES OF "INTERTECH S.A. - INTERNATIONAL TECHNOLOGIES" AT A PRICE OF 1.27 EUROS PER SHARE
July 18, 2025
1.
Pursuant to article 23 of Law 3461/2006 (hereinafter the "Law"), "CD – MEDIA SOCIETAS EUROPAEA OF TRADING AND SALE OF SOFTWARE AND MULTIMEDIA OPTICAL SYSTEMS S.E." (hereinafter referred to as the "Offeror"), announces the results of the mandatory tender offer (hereinafter the "Tender Offer"), which was submitted by the Offeror on 28 April 2025 (hereinafter the "Tender Offer Date") to the shareholders of the Société Anonyme under the name "INTERTECH SOCIÉTÉ ANONYME - INTERNATIONAL TECHNOLOGIES" (hereinafter the "Company") for the acquisition of all the shares (hereinafter the "Shares")."), which were not held by the Offeror and the Coordinated Persons at the Date of the Tender Offer, i.e. 3,630,679 Shares, representing 43.09% of the total paid-up share capital and voting rights in the Company, in exchange for 1.27 Euros per Share in cash (hereinafter the "Offered Consideration").
The words and phrases as well as the combination of words and phrases with initial capital letters, the definition of which is given in the Information Memorandum prepared solely in the Greek language by the Offeror, approved by the Board of Directors of the Hellenic Capital Market Commission (hereinafter the "H.C.M.C.") on 16 June 2025 and published in accordance with the Law shall have the same meaning when used in this announcement, unless otherwise specified herein or otherwise required by context.
2.
The Acceptance Period commenced on 18.06.2025 and elapsed on 16.07.2025. During the Acceptance Period, 52 Shareholders legally and validly accepted the Tender Offer (hereinafter the "Accepting Shareholders"), by offering a total of 959,513 Shares, representing approximately 11.39% of the total paid-up share capital and voting rights of the Company (hereinafter the "Offered Shares").
Therefore, upon completion of the over-the-counter transfer of the Offered Shares, the Offeror and the Persons Acting in Concert with the Offeror will hold a total of 5,753,734 Shares and 5,753,734 voting rights, corresponding to approximately 68.29% of the Company's total paid-up share capital and voting rights.
3.
The payment of the Offered Consideration to the Accepting Shareholders will commence on 22.07.2025. The Offeror will pay the Offered Consideration to the account of the Athex
4.
CSD in TARGET 2, as well as all relevant charges/fees of AthexCSD and the corresponding taxes, except for the royalties and taxes that it does not undertake to pay in accordance with the Information Bulletin and the following, according to the provisions of no. 18/22.02.2021 of the Board of Directors of AthexCSD as amended and in force. After payment of all the amounts mentioned, the Hellenic Chamber of Commerce and Industry will pay the amounts due from the Offered Consideration to each Participant for the benefit of the Accepting Shareholders by crediting these amounts to the accounts of the respective Participants/Intermediaries in TARGET 2 and then AthexCSD will proceed with the transfer of the Shares from the Securities Accounts of the Accepting Shareholders to the Securities Account of the Offeror which it holds through its Participant/Intermediary.
5.
Furthermore, it is noted that the tax provided for in article 9 of Law 2579/1998, which currently amounts to 0.10% and is calculated on the transaction value, will be deducted from the Consideration Offered to the Accepting Shareholders.
6.
In addition, the Offeror will undertake on behalf of the accepting Shareholders the payment of the fees stipulated for in the Annex of the codified decision no. 18 (meeting 311/22.02.2021) of the Board of Directors of AthexCSD for the transfer of the Offered Shares, currently amounting to 0.08% of the transfer value with a minimum charge of an amount equal to the lesser between 20 Euros and 20% of the transfer value for each Accepting Shareholder per Securities Account. The transfer value is calculated as the product of the number of Shares Transferred over the Consideration Offered.
7.
It is noted that, following the completion of the Tender Offer, the Offeror and the Coordinated Persons hold less than 90% of the Company's paid-up share capital and voting rights. Therefore, Article 28 of the Law on the Offeror's obligation to acquire all other Shares that will be offered to him on the stock exchange within a period of three (3) months from the publication of the results of the Tender Offer at a price per Share equal to the Offered Consideration (Sell-Out Right) does not apply. Finally, it is noted that the Offeror does not intend to proceed with the delisting of the Company's shares from the Athens Stock Exchange.
8.
"Ambrosia Capital Hellas Single Member Investment Services S.A." acted as Advisor to the Offeror for the Tender Offer.