Esmertec(TM) (SWX:ESMN), a focused provider of software and
services to communications device manufacturers and mobile telecom
operators, today invited its shareholders to its AGM held on April 19,
2007 at the Novotel, Zurich-Airport.
At this occasion, Esmertec is pleased to inform its shareholders
that it expects to conclude favorable amendments of terms and
conditions with investors in its convertible bonds due in September
2008 and September 2009 allowing for delayed repayments of the bonds
and hence increasing the company's financial flexibility. Confirmation
of investors representing 91% of convertible bond principal is
expected in the next days.
According to new terms and conditions, conversion price, maturity
date and non-conversion premium will be amended as follows:
-- For one third of the bond principal, the conversion price is
reduced from CHF 16.20 to CHF 13.00 in exchange for the
maturity being extended by one year and non-conversion premium
is increased from 18.5% to 23.5% such that overall yield on
the instrument remains unchanged.
-- For one third of the bond principal, the conversion price is
reduced from CHF 16.20 to CHF 11.00 in exchange for the
maturity being extended by two years and non-conversion
premium is increased from 18.5% to 28.5% such that overall
yield on the instrument remains unchanged.
-- For the last third of the bond principal, conversion price,
maturity and non-conversion premium remain unchanged.
In order to meet the reduced conversion prices, a maximum capital
increase of 496,040 new shares or less than 3% of total issued
ordinary capital is needed. In agenda item 5.1, shareholders will be
asked to vote on creating new conditional capital of 496,040 shares.
However, to maintain the same overall potential dilution to issued
ordinary capital, the Board of Directors is proposing in agenda item
5.2 to reduce authorized capital by 496,040 shares. The remaining
154,983 shares of authorized capital are expected to be used primarily
in connection with the final earn-out payment to the sellers of
Cellicium.
Furthermore, shareholders are invited to re-elect board members.
The Board of Directors proposes that Hans-Ulrich Muller, Jean Schmitt
and Ulrich Schumacher be re-elected for an additional one-year term of
office. Roland Manger, Bernd Pfister and Tony Reis whose terms of
office expire at this General Meeting do not stand for reelection, and
Chase Bailey has resigned effective this General Meeting. Thereafter,
Esmertec's Board of Directors is expected to consist of seven members.
As of today, the Annual Report of Esmertec AG is available for
inspection at the Company's registered office (Esmertec AG,
Lagerstrasse 14, 8600 Dubendorf) or can be downloaded from the
Company's website (www.esmertec.com/investor_relations/reports.shtml).
This communication contains forward-looking statements based on
current expectations and assumptions of the company's management, and
involve certain risks and uncertainties. The forward-looking
statements contained herein could be substantially impacted by risks
and influences that are not foreseeable at present, so that actual
results may vary materially from those anticipated, expected or
projected.
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 its reliability as well as fast and
local execution. Founded in 1999, Esmertec is headquartered in
Zurich-Switzerland with subsidiaries in China, France, South Korea,
and the USA, and offices in Taiwan and the UK. Since 2005, Esmertec
has been listed on the SWX Swiss Exchange (ESMN). www.esmertec.com
Esmertec and Jbed are trademarks of Esmertec AG.
Java is a trademark of Sun Microsystems Inc.
Other company, product and service names may be trademarks of
their respective owners
