The Management Board of Summa Linguae S.A. based in Krakow (“Issuer”, “Company”) hereby announces the launch of negotiations regarding the conditions of the acquisition by the Issuer of 100% of shares (“Transaction”) in a USA-based company providing language services mainly in the USA (“Target”), and the conclusion of heads of terms (“Heads of Terms”) with the Target, the President of the Target’s Management Board, the Target’s sole shareholder as well as the Target’s branch (“Parties”) on 3 July 2019. The Heads of Terms defines the rules of conducting negotiations and key terms and conditions of the Transaction. The key arrangements contained in the Heads of Terms are as follows:
(1) The price of 100% of shares in the Target shall be USD 2,500,000.00 (PLN 9,400,000.00, in accordance with the average exchange rate announced by the National Bank of Poland as at 2 July 2019). The price may, however, change as specified in the Heads of Terms.
(2) The ultimate structure of the Transaction will be finally determined after the Company and its advisors have conducted a due diligence audit, whereby the Parties expect to execute the Transaction by 30 September 2019.
(3) The Target has signed a non-shop clause valid till 30 September 2019 or till the Issuer, the sole shareholder or the Target’s CEO withdraw from the negotiations.
The Target is a company providing translation and localization services mainly in the US market. The Target specializes in providing translation and location services for the life sciences industry with a special focus on the medical devices sector. The Target also owns a technology platform to manage job ordering and coordination process, which is part of the transaction.
The Target’s preliminary, non-audited, estimated revenue for 2018 was approximately USD 2,100,000.00 (PLN 7,896,000.00 in accordance with the average exchange rate announced by the National Bank of Poland as at 2 July 2019).
The acquisition of the Target is in line with the Issuer’s strategy which aims at building a global translation agency using advanced technologies and IT solutions to be at the forefront of international LSPs.
The Issuer considers this information material because if the Transaction is concluded, the price of the Target’s shares will exceed the materiality criterion specified in the Disclosure Policy published in Current Report 39/2018 of 27 November 2018.
Legal grounds: Article 17(1) of MAR – confidential information.
The Company’s representatives,
Krzysztof Zdanowski, President of the Management Board