Takeover Bid

The offer

(updated on 02/04/2022)

Phast Invest and Prodware’s historical and leading shareholders announce the filing of a takeover bid for Prodware shares at €8.80 per share

Phast Invest and the leading shareholders of Prodware (Philippe Bouaziz, Alain Conrard, Stéphane Conrard and François Richard) (the “Historical Shareholders”), announced on October 20, 2021, Phast Invest’s intention to submit a takeover bid for Prodware shares at a price of €8.80 per Prodware share (the “Offer”).

The Offer is motivated by the aim of the Historical Shareholders to take control of Prodware with a view to stepping up its development and supporting its strategy, while offering liquidity to Prodware shareholders at an attractive price.

On 20 October 2021, the Historical Shareholders, as shareholders of Phast Invest (of which they hold all the capital and voting rights), entered into a shareholders’ agreement (the “Agreement”) under which they agreed to file the Offer by Phast Invest and committed, in the event of the successful completion of the Offer, to contributing to Phast Invest all the Prodware shares that they hold, as part of contributions in kind subject to the provisions of Article L. 225-147 of the French Commercial Code.

The Agreement shall constitute a concerted action (“action de concert”) within the meaning of Article L. 233-10 of the French Commercial Code) between Phast Invest and the Historical Shareholders vis-à-vis Prodware (the “Concert”). As a result, the Concert will hold 38.53% of Prodware’s capital and 46.08% of its voting rights on the filing of the Offer¹.

Terms of the Offer

The Offer covers all Prodware shares not held by Phast Invest or the Historical Partners (excluding treasury shares), i.e. a total number of 4 465 456 Prodware shares existing or likiely to be issued before the closing of the Offer (or of the reopening of the Offer), representing approximately 56.91% of the share capital and 50.21% of the voting rights⁽¹⁾.

The Offer is denominated at a price of €8.80 per share.

This price shows a premium of 66.0% on the Prodware share price at the end of trading on 19 October 2021 and, respectively, 75.7%, 66.5% and 61.0% on the volume weighted average price of the Prodware share during the last 20, 60 and 120 trading days.

The Offer shall be subject to the normal procedure in accordance with the provisions of Articles 232-1 et seq. of the General Regulation of the Autorité des Marchés Financiers (the “AMF”).

Pursuant to Article 231-9, I of the AMF General Regulation, the Offer will lapse if the initiator does not own, alone or jointly, within the meaning of Article L. 233-10 of the French Commercial Code, at the close of the Offer, a number of shares representing a proportion of Prodware’s capital or voting rights greater than 50%.

The Concert does not intend to request the implementation of a compulsory withdrawal procedure in the event that, at the close of the Offer, the minority shareholders of Prodware do not represent more than 10% of Prodware’s share capital and voting rights.

The Offer is financed by external funding raised by Phast Invest.

The Offer shall not be subject to any regulatory authorization or any other conditions. It will be filed in the next few days.

Appointment of an independant expert

The Board of Directors of Prodware reviewed the draft Offer and unanimously appointed, in accordance with Article 261-1, I-2° and 4° of the AMF General Regulation, Finexsi (represented by Olivier Peronnet and Christophe Lambert, – christophe.lambert@finexsi.com) as independent expert, subject to the AMF’s right to object in accordance with the provisions of Article 261-1-1 of the AMF General Regulation, in order to prepare a report including a statement of fairness on the financial terms of the Offer. A request for non-opposition was filed with the AMF, which has a period of ten trading days to file a possible objection.

The Finexsi firm, issued a report on November 2, 2021 concluding that the financial terms of the Offer are fair.

Reasoned Opinion (‘avis motivé’) of the Board of Directors of Prodware

The Offer has been unanimously approved by the Board of Directors of Prodware, who recommend that the shareholders tender their shares in the Offer.

AMF’s statement (“Décision de conformité)

At its meeting of December 21, 2021, the AMF Board declared the Offer compliant with the legal and regulatory provisions applicable. Phast Invest’s offer document (“Note d’Information”) received visa n°21-539.

Documentation

All the documentation relating to the Offer, including Phast Invest’s offer document (“Note d’Information”), Prodware’s offer document in response (“Note d’Information en réponse”) as well as the financial and legaldocuments provided of each company, are available on the Prodware websites (www.prodwaregroup.com/investisseurs) and the AMF website (www.amf-france.org). They can also be obtained free of charge from Phast Invest, Prodware and Bank Degroof Petercam SA.

---

(1) The total number of shares and Prodware voting rights held by the Concert do not include the 294 829 Prodware treasury shares as of January 28th, 2022.

(2) Based on capital comprised of 7 748 042 shares (of which 4 624 preference shares outstanding and 2 418 preference shares to be cancelled) representing 9 448 105 voting rights at the most, in accordance with the second paragraph of Article 223-11 of the General Regulations dated January 31, 2022.

(3) Based on a theoretical total number of Prodware shares and voting rights at 30 november ber 2021 of 7,748,032 (including 7,042 preference shares) and 9,248,175 respectively. In addition, the Concert holds preference shares and warrants for Prodware shares giving access to a maximum amount of 1,668,080 ordinary shares of Prodware.