EPAM launches a voluntary and conditional public takeover bid on Emakina at EUR 29.66 per share with a view to delist

Press release - Inside and regulated information - Free translation of the official French version

Brussels, Belgium, and Newton, PA, USA, 13 October 2021 – Emakina and EPAM Systems, Inc. announce that the voluntary and conditional public takeover bid is being launched by EPAM on all the 3,893,353 shares issued by Emakina at an offer price of EUR 29.66 per share.

The acceptance period will start on 15 October 2021 and end on 29 October 2021 at 4 pm CET. The results of the bid will be announced on or around 3 November 2021. The offer price will be made payable on 3 November 2021.

The prospectus (including the response memorandum and the acceptance form) is available on the following websites: www.bnpparibasfortis.be/sparenenbeleggen and www.bnpparibasfortis.be/epargneretplacer and on the websites of Emakina (www.emakina.group/) and EPAM (www.epam.com/) and can be obtained in hard copy, free of charge, at the registered office of Emakina or by sending a request by e-mail to [email protected]. The prospectus has been approved by the FSMA in English and translated in Dutch and French.

The bid is subject to the following conditions precedent: (a) at least 95% of all shares issued by Emakina shall have been tendered, and (b) the non-occurrence, at any time, prior to the date of publication of the results of the initial acceptance period of the Offer, of any fact, event, circumstances or omission, which, individually or in conjunction with other fact, event, circumstances or omission, adversely affects or could reasonably be expected to adversely affect, the consolidated EBIT of Emakina by more than EUR 1,5 million. EPAM reserves the right to waive the conditions.

If the required conditions are met, EPAM has the intention to launch a simplified squeeze-out public takeover bid.

Disclaimer

This press release does not constitute and shall not be considered as constituting, an offer to the public to acquire, sell or subscribe, or the solicitation of an order to sell, buy or subscribe, the shares of Emakina, in any jurisdiction. The offer will only be made on the basis of the prospectus that has been approved by the FSMA. No steps will be taken to enable a public takeover bid in any jurisdiction other than in Belgium.

Neither this press release nor any other information relating to the matters contained herein may be distributed in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations of such jurisdiction. Emakina, EPAM and their affiliated persons explicitly decline any liability for any failure of any person to comply with these restrictions.

***

About EPAM Systems 

Since 1993, EPAM Systems, Inc. (NYSE: EPAM) has leveraged its software engineering expertise to become a leading global product development, digital platform engineering, and top digital and product design agency. Through its ‘Engineering DNA’ and innovative strategy, consulting, and design capabilities, EPAM works in collaboration with its customers to deliver next-gen solutions that turn complex business challenges into real business outcomes. EPAM’s global teams serve customers in more than 35 countries across North America, Europe, Asia and Australia. As a recognized market leader in multiple categories among top global independent research agencies, EPAM was one of only four technology companies to appear on Forbes 25 Fastest Growing Public Tech Companies list every year of publication since 2013 and ranked as the top IT services company on Fortune’s 100 Fastest-Growing Companies list in 2019 and 2020. Learn more at www.epam.com and follow us on Twitter @EPAMSYSTEMS and LinkedIn. ​

About Emakina Group

Emakina Group is one of the leading digital groups of independent digital agencies, with 26 offices in 18 countries in Europe, the Middle East, Africa and North America. Learn more at www.emakina.group and follow us on Twitter @EmakinaGroup.

Forward-Looking Statements 

This press release includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions and the factors discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. EPAM undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.

- - -

Contacts

EPAM Systems, Inc.

Amber Rasmussen
​Communications/Public Relations
​+1-971-337-9648
​[email protected]

EPAM Systems, Inc.
​41 University Drive, Suite 202
​Newtown, PA 18940USA

Emakina Group

Brice Le Blévennec
​Chief Executive Officer
​[email protected]
​+32 (0)2 400 40 00

Frédéric Desonnay
​Chief Financial Officer
​[email protected]
​+32 (0)2 400 40 00

Emakina Group S.A
​Société anonyme
​Rue Middelbourg, 64A
​1170 Bruxelles
​RC 630 741
​RLE Brussels 464.812.221