Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
DGAP-News: NFON AG / Key word(s): Takeover/Takeover
NFON AG concludes acquisition of Deutsche Telefon Standard AG
Munich, March 1st 2019 - NFON AG (together with its subsidiaries "NFON" or the "company"), the only pan-European cloud-PBX provider (cloud telephone system), has announced the closing of the signed acquisition of Deutsche Telefon Standard AG (DTS AG) of February 6th 2019.
The share purchase agreement with the former shareholders of DTS AG has been closed today after the audit of the annual financial statements 2018 of DTS AG. After closing of the agreement and the transferal of cash, former shareholders of DTS AG will participate in NFON by receiving new shares as part of a capital increase with a total volume of around EUR 2.5 million from authorized capital. To this end, the share capital of NFON will be increased by 284,738 shares; the share capital amounts to 14,091,554 euros after the capital increase and will be divided into 14,091,554 no-par value shares. The registration of the capital increase at the Commercial Registry as well as admission of shares for trading at Frankfurt's stock market will follow subsequently.
Hans Szymanski, CEO and CFO of NFON AG: "We want to be the number 1 provider for cloud telephone systems in Europe. To achieve this goal, acquisitions are an essential pillar of our growth strategy, in order to win further shares in this promising market. With Deutsche Telefon Standard AG we have successfully made the first step. The acquisition is a grand achievement for the NFON Group. We have strengthened our leading position in Germany and now own a very unique cloud portfolio in Europe."
Founded in 2007, DTS AG from Mainz specializes in SIP communication (Session Initiation Protocol) in Germany. The company has 65 well experienced employees and with its SIP PBX system CentrexX, Deutsche Telefon Standard AG also sells a cloud telephone system in the mid-market segment. Through this acquisition NFON Group's customer base increases from previously 305.000 seats (as of September 30th 2018) to over 355.000 seats and over 35.000 SIP-Trunk-Channels. At the same time, the DSL as well as SIP-Trunk-Solutions complement the hitherto existing product portfolio of NFON. Additional sales channels open up through the expansion of the partner network in Europe exceeding 2.000 partners. In the light of the ongoing conversion from ISDN to All-IP by the European network operators, NFON offers its customers a smooth transition to future-proof cloud PBX technology.
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About NFON AG
Headquartered in Munich, NFON AG is the only pan-European cloud PBX provider - counting more than 20,000 companies across 13 European countries as customers. With Cloudya, NFON offers an easy-to-use, independent and reliable solution for advanced cloud business communications. Further premium and industry solutions complete the portfolio in the field of cloud communications. With our intuitive communications solutions, we enable European companies to improve their work a little, every single day. NFON is the new freedom in business communication. http://www.nfon.com/
This announcement is not an offer of securities for sale in the United States of America. The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act. No public offering of securities of the Company is being made in the United States of America and the information contained herein does not constitute an offering of securities for sale in the United States of America, Canada, Australia, Japan or any other jurisdiction in which such offering would be unlawful. This announcement is not for release, publication or distribution directly or indirectly in or into the United States of America, Australia, Canada, Japan or any other jurisdiction in which the distribution or release would be unlawful or to U.S. persons.
In the United Kingdom, this information is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (each such person hereinafter a "relevant person"). Any person who is not a relevant person should not act or rely on this information or any of its contents.
This release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company Group and its subsidiaries, including assessments, estimates and forecasts regarding the financial position, business strategy, plans and objectives of management and future operations of NFON and the NFON Group. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the results of operations, profitability, performance or results of NFON or the NFON Group to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are made as of the date of this press release and are based on numerous assumptions that may prove to be incorrect.
NFON makes no representations and assumes no liability with regard to the proper presentation, completeness, correctness, appropriateness or accuracy of the information and assessments contained herein. The information contained in this press release is subject to change without notice. They may be incomplete or abbreviated and may not contain all material information relating to NFON or the NFON Group. NFON assumes no obligation to publicly update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. This press release is not an offer to buy or subscribe for securities and should not be construed as a basis for investment decisions in NFON or the NFON Group, in whole or in part.
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