GHENT, Belgium--(BUSINESS WIRE)--Through press release of 25 February 2020 Condor Technologies announced the effective sale of 70% of the shares in Scan4All SAS to Financière Wow SAS. Part of the purchase price was to be paid by means of a contractual compensation in accordance with the provisions of article 1348-2 of the French Civil Code with:
(i). the total purchase price payable in relation to the repurchase(s) by Condor Technologies of the 726,933 shares of Condor Technologies held by Financière Wow and/or as the case may be;
(ii). the total amount payable in relation to the reduction of Condor Technologies’ share capital by means of the annulment of the CT Shares held by Financière Wow.
It was agreed that Condor Technologies would only be paid in shares (726,933 Condor Technologies shares) and could not pursue any payment in cash.
The repurchase by Condor Technologies of own shares practically not being feasible, the parties have agreed to settle the balance of the purchase price in cash as follows:
- Condor Technologies has agreed with certain of its creditors to assign to them a portion of the receivable towards Financière Wow. The assignment of the receivable will be paid by means of a contractual set-off between the receivable the creditors hold against Condor Technologies and the obligation to pay the purchase price for the assigned receivable.
- To the extent necessary, Financière Wow has agreed to the assignment of the receivable and has thus agreed to pay its debt under the assigned receivable directly to the loan holders by transferring them the corresponding number of CT Shares.
- Following at arm’s length negotiations, the abovementioned arrangement was agreed with some independent investors having a receivable towards Condor Technologies and with the following related persons having a receivable towards Condor Technologies:
- Remedent NV, a Belgian company, with registered office at Zuiderlaan 1-3, bus 8, 9000 Ghent, Belgium and registered with the register of legal entities Ghent, division Ghent (rechtspersonenregister) under number 0474.973.168;
- Mr. Patrick Braun;
- Mr. François Duret;
- Mr. Robert Anciaux and
- Lausha NV, a Belgian company, with registered offices at Kapitteldreef 33, 9831 Sint-Martens-Latem, Belgium and registered with the register of legal entities Ghent, division Ghent (rechtspersonenregister) under number 0475.228.140 of which Mr. Guy De Vreese is the CEO.
- The outstanding receivable under the initial agreement with Financière Wow was valued at EUR 10,358,795.20 based on the number of CT Shares to be transferred multiplied by EUR 14.25, being the stock market price at November 28, 2019. However, Condor Technologies, given the practical hurdles for the implementation of the initial price payment mechanism under the share purchase agreement relating to the Scan4All shares, has agreed to a total purchase price of EUR 3,978,276.92 for the assigned portion of the receivable towards financière Wow corresponding to 684,400 CT Shares, based on a valuation per CT share of EUR 5,81.
- Following this transaction, Condor Technologies still holds a receivable against Financière Wow for the payment of the balance of 42,533 CT Shares, held by Financière Wow. In order to enable the future settlement of the outstanding receivable, Condor Technologies and Financière Wow have agreed that Condor Technologies may transfer the remaining portion of the receivable towards Financière Wow to one or more third parties, either in one transfer or in several successive transfers, following which Financière Wow will satisfy the assigned receivable by transferring the corresponding number of CT Shares to the new investor.
- The company intends to release an update on the new tray scanner development in the coming week after which we will ask Euronext to resume trading.
ABOUT CONDOR TECHNOLOGIES NV
Condor Technologies is a company specialized in dental CAD/CAM equipment.
Condor Technologies is headquartered in Ghent, Belgium, with development and manufacturing facilities in Fleury D’Aude, located in France.
They are active on a global scale, introducing a cutting-edge scanning technology in dentistry, together with their strategic partners.
To learn more about Condor Technologies, visit https://www.condorscan.com