Esmertec Investors Convert 81 % of Convertible Bond to Equity - Esmertec Strengthens Balance Sheet and Lays Foundation for Future Growth
Ruedi Noser Will Hand over Chairman Position to Hans Peter Baumgartner at AGM 2008
Esmertec(TM) (SWX:ESMN), announces today that bondholders
representing 81 % of the face value of Esmertec´s outstanding
convertible bonds have accepted the company´s offer for "early
conversion" of the bonds at a conversion price of CHF 10.00 per share.
As a consequence, on 31 December 2007, Esmertec´s debt will be reduced
by CHF 30 million, shareholders equity will increase by the same
amount and future cash outflows will be reduced by CHF 39.7 million.
The success of the transaction is subject to shareholder approval
of an increase of additional conditional capital in the nominal amount
of CHF 92,096.60, representing 920,966 new shares leading to a
dilution of 4.2 % (of issued share capital plus conditional and
authorized capital as per the Articles of Incorporation). The
invitation to the Extraordinary General Meeting (EGM) which will be
held December 6th, 2007 to decide on the increase in conditional
capital was sent out November 16th, 2007.
Approval of the proposal will complete Esmertec´s turn-around from
a financial perspective. Esmertec confirms its outlook for 2007 of
reaching revenues of USD 35.5 million, a positive cash flow from
operations and a positive gross margin in the service business. After
reaching these milestones Ruedi Noser, has decided to hand over his
position as Chairman and to step down as Board member at the next
Annual General Meeting (AGM) to be held on May 15th, 2008 and to focus
his activities on the Noser-Group. The Board of Directors has decided
that Hans Peter Baumgartner, Board member of Esmertec since November
2006, shall be his successor.
Hans-Ulrich Muller, Vice-Chairman of the Board of Directors
commented: "The "early conversion" of the convertible bond will give
the company the financial flexibility to support its excellent market
position going forward. We expect the company to show sustainable
growth and profitability improvements. Ruedi has done an outstanding
job. The Board of Directors regrets Ruedi´s decision and expresses its
gratitude for his work. At the same time we are pleased that Hans
Peter Baumgartner has accepted to take over the Chairman role. Due to
his industrial background and experience as Board member of Esmertec
Hans Peter Baumgartner is the ideal candidate to ensure a seamless
handover and a successful development of our business."
As of the next AGM on May 15th, 2008, Esmertec´s Board of
Directors is expected to consist of the four current Board members
Hans Peter Baumgartner, Michel Bon, Hans-Ulrich Muller, and Jean
Schmitt as well as Jean-Claude Martinez, current CEO of Esmertec, who
stands for election as new Board member. Jean-Pascal Aubert will not
stand for re-election.
About Esmertec
Esmertec is a focused provider of software and services to
communications device manufacturers and mobile telecom operators. The
company provides software platforms that enable the deployment of
content and applications in devices and over servers. Customers
include mobile telecom operators and manufacturers of mobile handsets,
set-top boxes and interactive televisions. Esmertec´s software and
service capabilities excel with their reliability as well as fast and
local execution. Founded in 1999, Esmertec is headquartered in Zurich,
Switzerland with subsidiaries in China, France, Japan, South Korea,
and the USA, and offices in Taiwan and the UK. Since 2005, Esmertec is
listed on the SWX Swiss Exchange (ESMN).
Esmertec is a founding member of the Open Handset Alliance.
www.esmertec.com
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