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 to acquire Deutsche Telefon Standard AG and underpins its leadership aspirations in cloud telephony in Europe
- Further milestone in the growth strategy achieved
- Complementary cloud product portfolio unique in Europe
- Acquisition to strengthen the customer base and partner network
Munich, 6 February 2019 - NFON AG (together with its subsidiaries referred to as "NFON" or the "Company"), the only true pan-European cloud PBX provider (cloud telephone system), today signed a share purchase agreement with the shareholders of Deutsche Telefon Standard AG. The company plans to acquire the shares in Deutsche Telefon Standard AG after the audit of Deutsche Telefon Standard AG's 2018 annual financial statements. NFON AG expects the transaction to be completed during the first quarter of 2019. After NFON had already laid the foundation for additional growth impulses on the product side with its communication platform Cloudya by adding new collaborative services at the end of 2018, the company is consistently continuing its expansion strategy in the current year with this acquisition.
Deutsche Telefon Standard AG, a company founded in 2007 and based in Mainz (Germany), specialises in SIP communication (Session Initiation Protocol) in Germany. With 65 experienced employees and an extensive partner network, the company offers customers DSL and SIP trunk solutions. With its SIP PBX system CentrexX, Deutsche Telefon Standard AG also sells a cloud telephone system in the mid-market segment.
NFON finances around EUR 17 million of the purchase price (cash and debt free) for Deutsche Telefon Standard AG from the proceeds of the IPO in 2018 and from debt. In addition, Deutsche Telefon Standard AG existing shareholders 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 million after the capital increase euros and will be divided into 14,091,554 no-par value shares.
Hans Szymanski, CEO and CFO of NFON AG, sees the acquisition as an important further step in the growth strategy: "We want to become the number 1 for cloud telephony in Europe. Acquisitions are an essential part of this strategy. The merger will create a comprehensive cloud product portfolio that is currently unique in Europe. This will give us another clear competitive advantage in the future market for cloud telephony. Through the acquisition, we are gaining excellent employees for our company. At the same time, we will complement our product portfolio, broaden our customer base and open up additional sales channels by expanding our partner network."
The acquisition of Deutsche Telefon Standard AG will increase NFON's customer base from more than 305,000 seats to over 355,000 seats (as of 30 September 2018) and over 35,000 SIP trunk channels. At the same time, the DSL and SIP trunk solutions will complement NFON's current product portfolio. Furthermore, the expansion of the partner network to more than 2,000 partners throughout Europe opens up additional sales channels. The NFON Group, now with in future more than 280 employees, can serve smaller customer segments in a more focussed and flexible manner. 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.
Subtitle: Hans Szymanski (CEO & CFO NFON AG) und Ulrich Petry (CEO Deutsche Telefon Standard AG)
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