MANDATORY
PUBLIC TAKEOVER BID IN CASH
Followed by a simplified squeeze-out
BY
WABCO EUROPE BVBA
a private limited liability company under Belgian law
FOR ALL SHARES AND WARRANTS WHICH ARE NOT ALREADY HELD BY THE BIDDER
OR PERSONS AFFILIATED WITH THE BIDDER ISSUED BY
TRANSICS INTERNATIONAL NV
a limited liability company under Belgian law
at the price of EUR 14.14 per Share and EUR 8.76 per Warrant
The Acceptance Period will commence on 10 April 2014 and close on 23 April 2014 (inclusive) at 4 PM
CET
Acceptance Forms must be lodged with ING België NV, either directly or via a financial intermediary
The Prospectus and Acceptance Form may be obtained free of charge at the counters of ING België NV, or
by telephone [(+32(0)2 464 60 01 (Dutch), +32(0)2 464 60 02 (French) and +32(0)2 464 60 04 (English))].
An electronic version of the Prospectus is also available on the internet at www.ing.be, www.wabcoauto.com and www.transics.com.
The Dutch version of the Prospectus has been approved by the FSMA on 8 April 2014, in accordance with
article 19 §3 of the Law on Takeover Bids and has been published in Belgium in Dutch, which is its official
version. This document constitutes the English translation of the Prospectus and is also made available in
electronic form on the above-mentioned websites. In case of any inconsistencies between this English
translation on the one hand and the official Dutch version on the other hand, the Dutch version of the
Prospectus shall prevail. The Bidder has verified and is responsible for the consistency between the versions.
TABLE OF CONTENTS
Clause
1.
2.
3.
4.
5.
6.
7.
Page
Definitions ............................................................................................................................................. 6
Important Notices .................................................................................................................................. 9
2.1
Information contained in this Prospectus ........................................................................... 9
2.2
Restrictions ........................................................................................................................ 9
2.3
Forward-looking statements............................................................................................... 9
General Information ............................................................................................................................ 10
3.1
Approval by the FSMA .................................................................................................... 10
3.2
Responsibility for the Prospectus ..................................................................................... 10
3.3
Practical information ........................................................................................................ 11
3.4
Financial and legal advisors to the Bidder ....................................................................... 11
3.5
Memorandum in reply...................................................................................................... 11
3.6
Governing law and jurisdiction ........................................................................................ 11
3.7
Press release FSMA dated 2 April 2014 .......................................................................... 11
The Bidder ........................................................................................................................................... 12
4.1
Identification of the Bidder .............................................................................................. 12
4.2
Corporate purpose ............................................................................................................ 12
4.3
Activities and assets of the Bidder ................................................................................... 13
4.4
Shareholder and capital structure of the Bidder ............................................................... 15
4.5
Governance structure of the Bidder ................................................................................. 16
4.6
Shareholding in Target ..................................................................................................... 16
4.7
Financial Information....................................................................................................... 18
The Target ........................................................................................................................................... 18
5.1
Identification of Target .................................................................................................... 18
5.2
Corporate purpose of Target ............................................................................................ 18
5.3
Activities and History of Target....................................................................................... 20
5.4
Shareholder structure of Target........................................................................................ 22
5.5
Share capital of Target ..................................................................................................... 22
5.6
Governance structure ....................................................................................................... 24
5.7
Most important participations .......................................................................................... 28
5.8
Recent Developments ...................................................................................................... 29
5.9
Financial Information....................................................................................................... 31
5.10
Documents incorporated by reference ............................................................................. 31
Objectives and intentions of the Bidder .............................................................................................. 31
6.1
Background: the acquisition by WABCO of 100% of the shares of Tavares and
bridge between price per Tavares share and price per Transics shares ............................ 31
6.2
Objectives ........................................................................................................................ 32
6.3
Intentions of the Bidder ................................................................................................... 33
6.4
Benefits for Transics and its Securities Holders .............................................................. 34
The Bid ................................................................................................................................................ 34
7.1
Characteristics of the Bid ................................................................................................. 34
7.2
Valuation framework for the Shares and Warrants .......................................................... 36
7.3
Compliance and validity of the Bid ................................................................................. 51
7.4
Indicative timetable .......................................................................................................... 52
7.5
Initial Acceptance Period ................................................................................................. 52
7.6
Reopening of the Bid ....................................................................................................... 53
7.7
Delisting and possible reopening of the Takeover Bid .................................................... 53
7.8
Sell-out right .................................................................................................................... 54
7.9
Acceptance of the Takeover Bid and payment ................................................................ 54
8.
7.10
Other aspects of the Bid ................................................................................................... 56
Belgian Tax Treatment of the Bid ....................................................................................................... 57
8.1
Taxation upon transfer of the Shares ............................................................................... 57
8.2
Taxation upon transfer of the Warrants ........................................................................... 59
8.3
Tax on stock market transactions ..................................................................................... 60
Annex
1.
2.
3.
4.
Acceptance form.................................................................................................................................. 61
Cross – reference list ........................................................................................................................... 65
Memorandum in reply ......................................................................................................................... 66
Position of the representatives of the Target's employees ................................................................... 74
SUMMARY OF THE PROSPECTUS
Notice
This summary must be read as an introduction to the Prospectus. It should be read together with, and is
qualified in its entirety by, the more detailed information appearing elsewhere in this Prospectus. Any
decision whether or not to accept the Takeover Bid must be based on a careful and comprehensive reading
of the Prospectus as a whole.
No civil liability can be attributed to anyone in respect of this summary, including any translation hereof,
unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus.
The terms used in this summary with a capital initial shall have the meaning attributed to them in the
Prospectus.
Bidder
The Bidder is WABCO Europe BVBA, a private limited liability company (“besloten vennootschap met
beperkte aansprakelijkheid/société privée à responsabilité limitée”) incorporated under the laws of Belgium,
with registered offices at Waversesteenweg 1789, 1160 Brussels, Belgium, registered with the register of
legal entities under number 0475.956.135 (RLE Brussels) (WABCO or the Bidder).
WABCO indirectly holds 7,852,307 (or 96.84%) of the outstanding Transics shares on the date of this
Prospectus.
Target
The target is Transics International NV, a limited liability company ("naamloze vennootschap/société
anonyme") incorporated under the laws of Belgium, with registered office at Ter Waarde 91, 8900 Ieper,
Belgium, registered with the register of legal entities under number 0881.300.923 (RLE Ieper) (Transics or
the Target). Transics does not hold treasury shares on the date of this Prospectus.
Characteristics of the Bid
Nature and purpose of the Bid
WABCO announced on 13 February 2014 that on 12 February 2014, it had entered into a binding agreement
to acquire 100% of the shares of Tavares NV, a limited liability company (“naamloze vennootschap/société
anonyme”) incorporated under the laws of Belgium, with registered office at Waversesteenweg 1789, 1160
Brussels, Belgium, registered with the register of legal entities under number 0845.277.004 (RLE Gent)
(Tavares), for a total consideration of EUR 62,940,046.82. Tavares holds 7,852,307 (or 96.84%) of the
outstanding Transics shares. The price per Tavares share was calculated based on an agreed valuation of
EUR 14.14 per Transics share.
The share purchase agreement (the SPA) was entered into between WABCO as purchaser, and Creafund, Mr
Ludwig Lemenu, Mr Walter Mastelinck, Cassel and Uniholding as sellers (the Pre-Transaction Sellers).
Following completion of the transactions contemplated by the SPA, WABCO acquired 100% of the shares in
Tavares on 12 February 2014 (the Pre-Transaction).
Through the Pre-Transaction, the Bidder acquired control over Tavares, a holding company
(“houdsteronderneming/entreprise détentrice”) within the meaning of the Royal Decree on Takeover Bids,
which owns 7,852,307 (or 96.84%) of the outstanding Transics shares. In accordance with article 51 of the
Royal Decree on Takeover Bids, this triggers the legal obligation for WABCO to launch a mandatory
0104963-0000002 BR:8794591.31
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takeover bid on all remaining Shares and Warrants of Transics in accordance with chapter III of the Royal
Decree on Takeover Bids.
The Takeover Bid is a mandatory bid made in accordance with chapter III of the Royal Decree on Takeover
Bids. The Takeover Bid is in cash.
The Takeover Bid relates to all Shares and Warrants issued by Transics, which are not already held by the
Bidder or persons affiliated with the Bidder (including Tavares).
The Bidder also intends to launch a simplified squeeze-out in accordance with article 513 of the Companies
Code and articles 42 and 43 juncto article 57 of the Royal Decree on Takeover Bids immediately following
the Initial Acceptance Period given that following the Pre-Transaction, the Bidder is the owner of more than
95% of the Transics shares.
Bid Price and payment
The Bid Price per Share is EUR 14.14.
The Bid Price per Warrant is EUR 8.76.
The Bid Price will be paid, at the latest, on the tenth (10th) Business Day following announcement of the
results of the Initial Acceptance Period. The Bidder intends to pay the Bid Price on 13 May 2014.
In case of a reopening of the Takeover Bid, the Bid Price for the Securities that will be tendered in the
framework of such reopening will be paid, at the latest, on the tenth (10th) Business Day following
announcement of the results of the relevant subsequent Acceptance Period(s).
Unconditional Bid
The Takeover Bid is unconditional.
Indicative timetable
Event
(Anticipated) date
Regulatory filing of Takeover Bid with FSMA
28 February 2014
Announcement Date in accordance with article 7 of the Royal
Decree on Takeover Bids
3 March 2014
Approval of the Prospectus by FSMA
8 April 2014
Approval of the Memorandum in Reply by FSMA
8 April 2014
Publication of offer announcement (including announcement of
simplified squeeze-out)
9 April 2014
Publication of the Prospectus
9 April 2014
Opening of the Initial Acceptance Period
10 April 2014
Closing of the Initial Acceptance Period
23 April 2014
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Event
(Anticipated) date
Opening simplified squeeze-out period
25 April 2014
Announcement of the results of the Initial Acceptance Period
29 April 2014
Initial Settlement Date
13 May 2014
Closing of the Acceptance Period of the simplified squeeze-out
16 May 2014
Announcement of the results of the simplified squeeze-out
20 May 2014
Settlement Date of the simplified squeeze-out
20 May 2014
Motives, objectives and intentions of the Bidder
By making this Takeover Bid, WABCO complies with its legal obligation as set forth above. It will give the
Securities Holders an opportunity to sell their Securities and exit the shareholder structure of Transics at a
price which represents a premium of 41.4% over the last price per Transics share as per 5 February 2014.
In the context of the Bid, WABCO is also seeking to obtain a delisting of Transics. WABCO is of the
opinion that a further listing of Transics is no longer useful to raise capital, finance acquisitions or enhance
employee retention (for instance by issuing warrants).
The acquisition of Transics marks the WABCO Group’s further expansion into the fleet management
solutions market. The WABCO Group already offers a broad range of aftermarket services for truck and
trailer manufacturers, distributors, workshops and fleet operators. With the acquisition of Transics, the
WABCO Group will significantly expand its innovative portfolio of products, services and solutions catering
to the specific needs of its fleet customer base.
WABCO intends to integrate Transics in the WABCO Group. The WABCO Group plans to combine
Transics’ operations within its existing Trailer Systems and Aftermarket business. Transics will however
continue to operate under its own brand and, as part of the WABCO Group, will offer its comprehensive
range of market-leading products and services in key markets worldwide, including its TX-CONNECT
platform and suite of related solutions.
WABCO does not have at present plans to materially change or restructure the activities of Transics (or its
subsidiaries). In this respect, the Bid will have no impact on the interests of the employees, the employment
conditions or on the employment as such.
The Target has never declared or paid any dividends on its shares. WABCO does not intend to review this
policy as long as Transics remains listed.
Justification of the Bid Price
The Bidder offers a Bid Price of EUR 14.14 for each Share and of EUR 8.76 for each Warrant. Article 53 of
the Royal Decree on Takeover Bids provides that the Bid Price should be at least the higher of the two
following amounts:
(A)
Highest price paid over the last 12 months - The highest price paid by the Bidder or a person
acting in concert with the Bidder for a Transics share over the last 12 months prior to the
announcement of the Bid.
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The highest price paid over the last 12 months, directly or indirectly, amounts to EUR 14.14 per
Transics share, i.e. the implied price per Transics share as used for the calculation of the purchase
price of 100% of the Tavares shares in the Pre-Transaction.
Neither WABCO, nor any person acting in concert with WABCO has made any other trade or
transaction in Transics shares at a higher price per Transics share during such 12 months period.
(B)
Volume weighted average stock exchange price over the last 30 days - The volume weighted
average stock exchange price during the last 30 calendar days before the event that triggered the
obligation to make a mandatory takeover bid, i.e. EUR 9.70 per Transics share.
As the price under paragraph (A) is higher than the price referred to under paragraph (B) above, WABCO
has made the Bid against such higher price.
As the price paid to the Pre-Transaction Sellers is the result of a negotiation between the Pre-Transaction
Sellers and WABCO and this price represents a premium of 41.4 % over the price of the latest auction of
shares in Transics on NYSE Euronext Brussels prior to the announcement of the Pre-Transaction (EUR 10
per share), WABCO believes that the Bid Price is an attractive price.
Valuation framework for the Shares and Warrants
The Bidder refers to the following valuation methods which could serve as a benchmark to give context to
the Bid Price offered under the Takeover Bid. These valuation methods are not intended to be a Bid Price
justification, as the Bid Price is based upon a price negotiated with the Pre-Transaction Sellers in the context
of the Pre-Transaction and results hence from the application of the applicable regulations on minimum bid
price in the context of a mandatory takeover bid. Amongst the various valuation methods referred to below,
the Bidder considers the DCF as the most relevant method.
(A)
Historical price performance of the Target’s Share: The share price is generally considered to be a
relevant valuation reference. The Bid Price represents a premium of 41.4% over the last auction
price per 5 February 2014 and represents a premium of 46.8%, 60.6%, 71.3% and 79.4% to the
average share price over the last month and over the last three, six and twelve months.
(B)
Target share prices of the equity research analyst: One analyst covers the target company and has
reported a target price of EUR 9.5. The Bid Price reflects a premium of 48.8% over that target price.
(C)
Discounted Cash Flow method (“DCF”): The DCF has been applied on the projections of future
sales, profitability and capex requirements of the Target for the period 2014-2016 as prepared by the
Bidder based on its management discussions with the pre-Transaction Sellers on future performance
as well as the Bidder’s assessment on selected parameters such as working capital and capex. In
view of valuation parameters, a discount rate ranging between 9.5%-10.0% and a long term growth
rate ranging between 1.5% - 2.0% was used. Based on these assumptions, the DCF results in a share
price value between EUR 12.41 and EUR 13.53. The Bid Price represents a 14% premium to the
lower end and a 5% premium to the upper end of the valuation range.
(D)
Average bid premiums in selected public takeover bids in Belgium since 2007 represented a
premium of respectively 30%, 33% and 37% against the average share price one day, one month and
three months before the announcement. The Bid Price represents a premium of 41.4%, 46.8% and
60.6% against the average share price one day, one month and three months before 5 February 2014,
the last trading date prior to the announcement of the Bid.
In conclusion, having analysed different valuation methodologies, the Bidder believes that a Bid Price of
14.14 EUR per Share constitutes an attractive offer to the Shareholders as it represents a premium of 41.4 %
over the price of the latest auction of shares in Transics on the NYSE Euronext Brussels prior to the
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announcement of the Pre-Transaction (EUR 10 per share) and offers a premium compared to different
valuation methods, as indicated above.
Other information relevant in the context of the Takeover Bid
WABCO has acknowledged the press release of the FSMA dated 2 April 2014 in which the FSMA
announced that it has communicated the results of its pre-investigation in relation to Transics to the judicial
authorities. WABCO notes that in this press release the FSMA has indicated that its pre-investigation and the
communication to the judicial authorities of the matters established therein shall not impede the normal
course of the Bid.
On 5 March 2014, Transics announced that it was informed by the FSMA of the fact that the Bidder had
informed the FSMA of its intention to launch the Takeover Bid. The press release dated 5 March 2014 is
available on www.transics.com.
On 28 February 2014, Transics published its FY 2013 trading results. The press release dated 28 February
2014 is available on www.transics.com.
On 13 February 2014, Transics announced the Pre-Transaction. The press release dated 13 February 2014 is
available on www.transics.com.
On 16 December 2013, Transics announced a capital increase due to 7,858 warrants having been exercised
by their holders. The press release dated 16 December 2013 is available on www.transics.com.
On 26 November 2013, Transics announced the resignation of Mr Rudy Everaert as director. The press
release dated 26 November 2013 is available on www.transics.com.
On 31 October 2013, Transics published its Q3 2013 trading results. The press release dated 31 October
2013 is available on www.transics.com.
On 30 August 2013, Transics announced the results for H1 2013. The press release dated 30 August 2013 is
available on www.transics.net.
On 18 June 2013, Transics announced a capital increase due to 14,919 warrants having been exercised by
their holders. The press release dated 28 June 2013 is available on www.transics.com.
On 21 May 2013 2013, Transics published its Q1 2013 trading results. The press release dated 21 May 2013
is available on www.transics.com.
On 28 February 2013, Transics announced its annual results for 2012. The press release dated 28 February
2013 is available on www.transics.com.
In addition, reference is made to Annex 2, which contains an overview of the documents which are
incorporated into this Prospectus by reference.
Paying Agent Bank
ING België NV will provide the services of paying agent for the purposes of the Bid.
Acceptance of the Takeover Bid may be done free of charge at the Paying Agent Bank by submitting the
Acceptance Form, duly completed and signed. Any expenses possibly charged by other financial
intermediaries will be for the account of holders tendering their Shares and/or Warrants.
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The Prospectus
The Prospectus was approved by the FSMA on 8 April 2014, in accordance with article 19 §3 of the Law on
Takeover Bids and has been published in Belgium in Dutch, which is its official version.
The Prospectus and Acceptance Form may be obtained free of charge at the counters of the Paying Agent
Bank, or by telephone at (+32(0)2 464 60 01 (Dutch), +32(0)2 464 60 02 (French) and +32(0)2 464 60 04
(English). This Prospectus is also available on the internet at www.ing.be, www.transics.com and
www.wabco-auto.com.
French and English translations of the Prospectus are made available in electronic form on the abovementioned websites. In case of any inconsistencies between the French and/or English translation on the one
hand and the official Dutch version on the other hand, the Dutch version shall prevail. The Bidder has
verified and is responsible for the consistency between the versions.
Tax on stock exchange transactions
The Bidder will pay the tax on stock exchange transactions owed by the Securities Holders.
Memorandum in reply
The board of directors of the Target has drafted a memorandum in reply in accordance with the Law on
Takeover Bids and the Royal Decree on Takeover Bids. This memorandum in reply is dated 9 April 2014
and is attached as Annex 3 to this Prospectus.
Governing law and Jurisdiction
The Takeover Bid is governed by Belgian law and in particular the Law on Takeover Bids and the Royal
Decree on Takeover Bids.
The Court of Appeal of Brussels has the exclusive jurisdiction to settle any dispute arising out of or in
connection with this Takeover Bid.
1.
DEFINITIONS
Acceptance Form means the form attached as Annex 1 to the Prospectus, which must be completed
by those wishing to tender their Shares and/or Warrants into the Takeover Bid.
Acceptance Period means the Initial Acceptance Period and the subsequent acceptance period(s) of
any reopening(s) of the Bid (including in the context of the simplified squeeze-out).
Announcement Date means 3 March 2014, ie the date on which the FSMA announced, in
accordance with article 7 of the Royal Decree on Takeover Bids, that it had received the Bidder’s
notice of its intention to launch the Bid.
Bid Price means the cash consideration offered by the Bidder for each Share or Warrant tendered in
the Takeover Bid, as set out in section 7.1(d)(i) of the Prospectus.
Bidder or WABCO means WABCO Europe BVBA, a private limited liability company (“besloten
vennootschap met beperkte aansprakelijkheid/société privée à responsabilité limitée”) incorporated
under the laws of Belgium, with registered offices at Waversesteenweg 1789, 1160 Brussels,
Belgium, registered with the register of legal entities under number 0475.956.135 (RLE Brussels).
Business Day means any day on which the Belgian banks are open to the public, excluding
Saturdays, as defined in article 3, §1, 27° of the Law on Takeover Bids.
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CAGR means compounded annual growth rate.
Cassel means Cassel BVBA, a private limited liability company (“besloten vennootschap met
beperkte aansprakelijkheid/société privée à responsabilité limitée”) incorporated under the laws of
Belgium, with registered office at Casselrylaan 26, 9800 Deinze, Belgium, and registered with the
register of legal entities under number 0463.604.768 (RLE Gent).
Companies Code means the Belgian Companies Code of 7 May 1999, as amended from time to
time.
Corporate Governance Charter means the corporate governance charter adopted by the board of
directors of Transics.
Creafund means Creafund Transics Shares Stille Maatschap, having its registered office at Kapitein
Maenhoutstraat 77b, 9830 Sint-Martens-Latem, Belgium.
EV/EBIT reflects the relation between the value of a company and the EBIT the company is able to
realise. Such a ratio allows for comparison between different companies.
EV/EBITDA reflects the relation between the value of a company and the EBITDA the company is
able to realise. Such a ratio allows for comparison between different companies.
EV/Sales reflects the relation between the value of a company and the sales that the company can
generate. Such a ratio allows for comparison between different companies.
FSMA means the Belgian Financial Services and Markets Authority.
Initial Acceptance Period means the initial period during which Shareholders can tender their
Shares and/or Warrants into the Takeover Bid, commencing on 10 April 2014 and closing on 23
April 2014 (inclusive) at 4 PM CET.
Initial Settlement Date means the date on which the Bid Price is paid by the Bidder to the
Securities Holders who have tendered their Shares and/or Warrants into the Bid during the Initial
Acceptance Period and on which title to said Shares and/or Warrants is transferred to the Bidder (it
being understood that the transfer of the Warrants during the Initial Acceptance Period will require
an amendment to their terms and conditions, which WABCO has no intention to amend).
Law on Takeover Bids means the Belgian law on public takeover bids of 1 April 2007.
Law of 2 August 2002 means the Belgian law of 2 August 2002 on the supervision of the financial
sector and financial services, as amended.
Paying Agent Bank means ING België NV.
Pre-Transaction means the closing on 12 February 2014 of the acquisition of 100% of the shares of
Tavares by WABCO from the Pre-Transaction Sellers, as a result of which WABCO indirectly
acquired 96.84% of the Transics shares.
Pre-Transaction Sellers means Creafund, Mr Ludwig Lemenu, Mr Walter Mastelinck, Cassel and
Uniholding together.
Prospectus means this Prospectus describing the terms of the Takeover Bid, including its annexes
and any amendments or supplements that may be published during the Acceptance Period.
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Royal Decree on Takeover Bids means the Belgian Royal Decree on public Takeover Bids of 27
April 2007.
Security means a Share or a Warrant.
Securities Holder means any holder of one or more Securities.
Settlement Date means the Initial Settlement Date and the subsequent settlement date(s) of any
reopening(s) of the Bid (including in the context of the simplified squeeze-out).
Share means (i) any of the 256,280 currently outstanding shares in Transics for which the Takeover
Bid is made (i.e. all shares in Transics, excluding the 7,852,307 shares in Transics already indirectly
held by the Bidder) and (ii) any of the shares that may be issued during the Acceptance Period to the
Warrant Holders as a result of the exercise of any of their Warrants, as set out in section 5.5(c) of the
Prospectus (it being understood that the exericse of the Warrants during the Acceptance Period will
require an amendment to their terms and conditions, which WABCO has no intention to amend).
Shareholder means any holder of one or more Shares.
SPA means the share purchase agreement entered into on 12 February 2014 between WABCO as
purchaser and Creafund, Mr Ludwig Lemenu, Mr Walter Mastelinck, Cassel and Uniholding as
sellers relating to the sale and purchase of 100% of the shares of Tavares.
Takeover Bid or Bid means the mandatory public takeover bid for cash launched by the Bidder in
respect of all Shares and Warrants not already held by the Bidder or persons affiliated with the
Bidder in accordance with chapter III of the Royal Decree on Takeover Bids, as described in more
detail in section 7.1(b) of this Prospectus.
Tavares means Tavares NV, a limited liability company (“naamloze vennootschap/société
anonyme”) incorporated under the laws of Belgium, with registered office at Waversesteenweg 1789,
1160 Brussels, Belgium, registered with the register of legal entities under number 0845.277.004
(RLE Gent).
Transics or Target means Transics International NV, a limited liability company (“naamloze
vennootschap/société anonyme”) incorporated under the laws of Belgium, with registered office at
Ter Waarde 91, 8900 Ieper, Belgium, registered with the register of legal entities under number
0881.300.923 (RLE Ieper).
Total Bid Consideration means the aggregate amount to be paid by the Bidder in consideration for
all Shares and Warrants tendered in the context of the Takeover Bid, whether tendered during the
Initial Acceptance Period or in any subsequent Acceptance Periods.
Uniholding means Uniholding SA, a limited liability company (“naamloze vennootschap/société
anonyme”) incorporated under the laws of Luxembourg, with registered office at rue Joseph Hacking
1, 1746 Luxembourg, Grand Duchy Luxembourg, registered with the commercial register under
number B31.745.
WABCO Group means the group of companies to which the Bidder belongs, ie WABCO Holdings
Inc. and its subsidiaries.
WABCO Holdings Inc. means WABCO Holdings Inc., a company incorporated under the laws of
the state of Delaware, with registered office at One Centennial Avenue, P.O. Box 6820, Piscataway,
NJ 08855-6820, United States.
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Warrant means any of the 61,499 outstanding warrants issued by Transics in respect of which the
Takeover Bid is made.
Warrant Holder means any holder of one or more Warrants.
2.
IMPORTANT NOTICES
2.1
Information contained in this Prospectus
The Bidder has not authorized any person to provide any information to the Securities Holders other
than the information contained in this Prospectus. The information contained in the Prospectus is
accurate as of the date of the Prospectus. Any new significant fact or any material error or inaccuracy
concerning the information contained in the Prospectus which is liable to influence the assessment of
the Takeover Bid and which arises or comes to note between the date of the Prospectus and the close
of the final Acceptance Period for the Takeover Bid shall be made public in Belgium, by means of a
supplement to the Prospectus, in accordance with article 17 of the Law on Takeover Bids.
The Securities Holders must carefully read the Prospectus in its entirety and shall base their decision
on their personal analysis of the terms and conditions of the Takeover Bid, taking into account the
advantages and disadvantages that the Takeover Bid entails. Any summary or description in the
Prospectus of statutory provisions, company operations, restructurings or contractual relations is
provided for information purposes only and should not be construed as legal or tax advice as to the
interpretation or enforceability of such provisions. In the event of doubt concerning the content or
meaning of information contained in the Prospectus, the Securities Holders should consult a licensed
advisor or professional specialised in providing advice on the sale and purchase of financial
instruments.
With the exception of the FSMA, no other authority of any other jurisdiction has approved the
Prospectus or the Takeover Bid. The Takeover Bid is only made in Belgium, and no steps
whatsoever have been or will be taken in order to obtain the authorization to distribute the
Prospectus in jurisdictions outside Belgium.
2.2
Restrictions
This Prospectus does not constitute an offer to purchase or to sell securities or a solicitation of an
offer to purchase or sell securities (i) in any jurisdiction in which such offer or solicitation is not
authorized or (ii) to any person to whom it is unlawful to make such offer or solicitation. It is the
responsibility of any person in possession of the present Prospectus to obtain information on the
existence of any such restrictions and to be sure to conform therewith where appropriate.
No action has been or will be taken to permit a public offer in any jurisdiction other than in Belgium.
Neither this Prospectus, nor the Acceptance Form nor any advertisement nor any other material may
be supplied to the public in any jurisdiction outside Belgium in which any registration, qualification
or other requirements exist or would exist in respect of any offer to purchase or to sell securities. In
particular, neither the Prospectus, nor the Acceptance Form or any other advertisement or material
may be distributed to the public in the United States, the Netherlands, Canada, Australia, the UK or
Japan. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws
or the securities regulation of other jurisdictions such as the Netherlands, Canada, Australia, the UK
or Japan. The Bidder expressly declines any liability for breach of these restrictions by any person.
2.3
Forward-looking statements
This Prospectus includes forward-looking statements, including statements containing the following
words: "believe", "plan", "expect", "anticipate", "intend", "continue", "seek", "may", "can", "will",
0104963-0000002 BR:8794591.31
9
"should" and similar expressions. Such forward-looking statements involve uncertainties and other
factors that may cause the actual results, financial condition, performance or achievements of the
Bidder and Transics, their subsidiaries or affiliated entities or industry results to be materially
different from future results, financial condition, performance or achievements expressed or implied
in such forward looking statements. These forward-looking statements speak only as of the date of
the Prospectus. The Bidder expressly disclaims any obligation to update any such forward-looking
statements in this Prospectus to reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is based, except where
such update is required pursuant to article 17 of the Law on Takeover Bids.
3.
GENERAL INFORMATION
3.1
Approval by the FSMA
The Dutch version of the Prospectus has been approved by the FSMA on 8 April 2014, in
accordance with article 19 §3 of the Law on Takeover Bids. This approval does not imply any
assessment or judgment on the merits and the quality of the Bid and neither does it render any
judgement on the position of the Bidder or the Target.
A formal takeover filing was introduced by the Bidder with the FSMA in accordance with article 5
of the Royal Decree on Takeover Bids. The notification of the Bidder's intention to launch the
Takeover Bid, to be issued pursuant to article 7 of the Royal Decree on Takeover Bids, was made
public on 3 March 2014.
With the exception of the FSMA, no other authority of any other jurisdiction has approved the
Prospectus or the Takeover Bid. The Takeover Bid is only made in Belgium and no steps whatsoever
have been or will be taken in order to obtain the authorization to distribute the Prospectus in
jurisdictions outside Belgium.
3.2
Responsibility for the Prospectus
The Bidder, represented by its board of managers, is responsible (and assumes all responsibility) for
the content of this Prospectus in accordance with article 21 of the Law on Takeover Bids, except for
(i) the memorandum in reply ("memorie van antwoord/mémoire de réponse") which is prepared in
accordance with articles 22 through 30 of the Law on Takeover Bids and is attached to this
Prospectus as Annex 3, and (ii) the position of the representatives of the Target's employees, which
is prepared in accordance with Annex 1, point 7, of the Royal Decree on Takeover Bids and attached
as Annex 4 to this Prospectus.
The Bidder confirms that, to the best of its knowledge, the content of the Prospectus is true, not
misleading and consistent with reality and does not comprise any omission susceptible of altering the
scope of the Prospectus.
The information in the Prospectus is based on public information on Transics, except for the
discounted cash flow analysis presented in this Prospectus, which is performed on a business plan
over the period 2014-2016 for the Target which is based on management discussions with the PreTransaction Sellers on the future performance of the Target on key profit & loss parameters.
During the negotiations leading up to the Pre-Transaction, the Bidder had access to certain
confidential information aimed at confirming the public information available.
0104963-0000002 BR:8794591.31
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3.3
Practical information
The Prospectus has been published in Belgium in Dutch, which is its official version.
The Prospectus and Acceptance Form may be obtained free of charge at the counters of the Paying
Agent Bank, or by telephone at (+32(0)2 464 60 01 (Dutch), +32(0)2 464 60 02 (French) and
+32(0)2 464 60 04 (English)). This Prospectus is also available on the internet at www.ing.be,
www.transics.com and www.wabco-auto.com.
For ease of reference, the exact links to the ING website where the Prospectus is available, are:

Dutch: www.ing.be/aandelentransacties

French: www.ing.be/transactionsdactions

English: www.ing.be/equitytransactions
French and English translations of the Prospectus are made available in electronic form on the
above-mentioned websites. In case of any inconsistencies between the French and/or English
translation on the one hand and the official Dutch version on the other hand, the Dutch version shall
prevail. The Bidder has verified and is responsible for the consistency between the versions.
3.4
Financial and legal advisors to the Bidder
ING has advised the Bidder on certain financial aspects in connection with the Takeover Bid. These
services have been rendered exclusively to the Bidder and no other party can rely on them. ING does
not accept any liability for the information in the Prospectus, and nothing in the Prospectus can be
considered as an advice, promise of guarantee given by ING.
Allen & Overy LLP has advised the Bidder on certain legal aspects in connection with the Takeover
Bid. These services have been rendered exclusively to the Bidder and no other party can rely on
them. Allen & Overy LLP does not accept any liability for the information in the Prospectus, and
nothing in the Prospectus can be considered as an advice, promise or guarantee given by Allen &
Overy LLP.
3.5
Memorandum in reply
A copy of the memorandum in reply adopted by Transics’ board of directors on 9 April 2014, of
which a draft was approved by the FSMA on 8 April 2014 in accordance with article 22 of the Law
on Takeover Bids, is attached as Annex 3.
3.6
Governing law and jurisdiction
The Takeover Bid is governed by Belgian law and in particular the Law on Takeover Bids and the
Royal Decree on Takeover Bids.
The Court of Appeal of Brussels has exclusive jurisdiction to settle any dispute arising out of or in
connection with this Takeover Bid.
3.7
Press release FSMA dated 2 April 2014
WABCO has acknowledged the press release of the FSMA dated 2 April 2014 in which the FSMA
announced that it has communicated the results of its pre-investigation in relation to Transics to the
judicial authorities. WABCO notes that in this press release the FSMA has indicated that its pre-
0104963-0000002 BR:8794591.31
11
investigation and the communication to the judicial authorities of the matters established therein
shall not impede the normal course of the Bid.
4.
THE BIDDER
4.1
Identification of the Bidder
4.2
Corporate Name: ......................................
WABCO Europe BVBA
Registered Address: ..................................
Waversesteenweg 1789, 1160 Brussels
Date of Incorporation and duration: .........
29 October 2001 for an indefinite duration
Register of Legal Entities: ........................
RLE (Brussels) 0475.956.135
Corporate Form: .......................................
Private limited liability company (“besloten
vennootschap met beperkte aansprakelijkheid/société
privée à responsabilité limitée”) incorporated under
the laws of Belgium
Financial year: ..........................................
1 January – 31 December
Date of Annual Meeting: ..........................
28 June – 10:30AM
Auditor: ....................................................
Ernst & Young Bedrijfsrevisoren BCVBA, De
Kleetlaan 2, 1831 Diegem, represented by Piet
Hemschoote
Corporate purpose
According to article 3 of WABCO’s articles of association, its corporate purpose comprises the
import, export, purchasing and selling, distributing and giving in consignment of raw materials and
finished products of the vehicle industry, the sanitary industry and the air-conditioning industry. The
company can act as agent, distributor or any other intermediary to exercise these activities.
The company’s corporate purpose is also to offer and centralise, for the other companies of the
group, the following services: internal audit, accounting and administration, the development and
implementation of new IT systems, centralising new financial activities and cover the risk arising
from the fluctuation of exchange rates, as well as everything that is preparatory or auxiliary for the
companies of the group. This enumeration is not limitative and the company can complete all
commercial, industrial, financial, movable or immovable transactions, which, directly or indirectly,
relate to its corporate purpose, including, subcontracting in general and exploitation of intellectual
property rights and industrial or commercial properties which relate to her corporate purpose.
The company can buy, rent, lease, manufacture, give in consignment or exchange all movable and
immovable assets, materials and supplies.
0104963-0000002 BR:8794591.31
12
The company can be responsible for the management and liquidation of all affiliated companies in
which it has a participation, whatever the nature of that participation, or to which it is, directly or
indirectly, affiliated and may grant loans to these affiliated companies, whatever the form or duration
of those loans or may be guarantor for these companies. The company is entitled to acquire an
interest in a company, by way of takeover, merger, acquisition or any other way, that has its
registered office in Belgium or abroad, and pursues a similar or related corporate purpose or whose
nature will enhance the realisation of WABCO’s corporate purpose. This list is only exemplary and
not exhaustive.
4.3
Activities and assets of the Bidder
The Bidder is a subsidiary of WABCO Holdings Inc.
WABCO Holdings Inc., together with its subsidiaries (the WABCO Group), is listed on the New
York Stock Exchange (NYSE: WBC). It is a leading global supplier of technologies and control
systems for the safety and efficiency of commercial vehicles. Founded nearly 150 years ago, the
WABCO Group continues to pioneer breakthrough mechanical, mechatronic and electronic
technologies for braking, stability and transmission automation systems supplied to the world’s
leading commercial truck, bus and trailer manufacturers.
(a)
History
WABCO Holdings Inc. was founded in the United States in 1869 as Westinghouse Air Brake
Company, which was then purchased by American Standard Companies Inc. (American Standard)
in 1968 and operated as the Vehicle Control Systems business division within American Standard
until being spun off from American Standard on 31 July 2007. Subsequent to the spin-off, American
Standard changed its name to Trane Inc. (Trane). On 5 June 2008, Trane was acquired in a merger
with Ingersoll-Rand Company Limited (Ingersoll) and exists today as a wholly owned subsidiary of
Ingersoll.
WABCO Holdings Inc. has been listed on the New York Stock Exchange since 2007.
(b)
Description
The WABCO Group is headquartered in Brussels, Belgium, with executive offices in New Jersey,
the United States of America. As of 2013 the WABCO Group has 10,860 employees in 34 countries,
engineering centres on 4 continents, and 21 manufacturing sites in 11 countries. The WABCO Group
generated sales of approximately USD 2.7 billion in 2013. Furthermore, the Group has evolved its
unique culture of innovation and diversity to meet customer needs across the world by leveraging
local talents and knowledge into a global environment of collaboration.
The WABCO Group develops, manufactures and sells advanced braking, stability, suspension and
transmission control systems primarily for commercial vehicles. Its largest-selling products are
pneumatic anti-lock braking systems (ABS), electronic braking systems (EBS), automated manual
transmission systems, air disc brakes, and a large variety of conventional mechanical products such
as actuators, air compressors and air control valves for heavy and medium-sized trucks, trailers and
buses. The WABCO Group also supplies advanced electronic suspension controls and vacuum
pumps to the car and SUV markets in Europe, North America and Asia. The WABCO Group sells
replacement parts, diagnostic tools, training and other services to commercial vehicle aftermarket
distributors, repair shops, and fleet operators. In addition, the WABCO Group provides
remanufacturing solutions and services globally.
The WABCO Group is a leader in improving road safety through vehicle technologies and products
that assist drivers prevent accidents by enhancing vehicle responsiveness and stability. For example,
0104963-0000002 BR:8794591.31
13
it offers a stability control system for trucks and buses that constantly monitors the vehicle's motion
and dynamic stability. If WABCO’s system detects vehicle instability, such as the driver swerving to
avoid another vehicle, it responds by applying the brakes on specific wheels, or by slowing the
vehicle down to minimize the risk of instability or a rollover.
In 2013, the WABCO Group showcased the industry’s first hydraulic anti-lock braking system
(ABS) integrated with electronic stability control ESCsmart™. The WABCO Group now uniquely
delivers hydraulic as well as pneumatic ABS with ESC systems for manufacturers of commercial
vehicles of all sizes from Class 5 to Class 8, offering the industry’s most comprehensive portfolio of
stability control solutions. In 2012, the WABCO Group introduced OnLane™, an innovative lane
departure warning system (LDWS), for trucks and buses. OnLane increases vehicle safety by
providing the driver with visual and acoustic warnings or an optional seat-vibration warning, in case
of unintentional lane departure. OnLane is fully compliant with the European Union's regulation that
requires LDWS on new trucks and buses as of November 2013. Also in 2012, the WABCO Group
acquired Ephicas, a pioneering company in the field of aerodynamic solutions for commercial
vehicles. The WABCO Group is developing a range of aerodynamic products, branded OptiFlow™,
that are designed to increase vehicle efficiency and reduce fuel consumption for trucks, trailers and
buses.
In 2011, the WABCO Group signed contracts with major European commercial vehicle
manufacturers to deliver its breakthrough c-comp™ clutchable air compressor technology. The ccomp technology optimally disengages a truck or bus air compressor from the engine when the
vehicle's air system reaches full pressure, enabling fuel savings while reducing the vehicle's carbon
dioxide emissions. In 2010, the WABCO Group presented its breakthrough OnGuardPLUS™
technology, an advanced emergency braking system (AEBS). OnGuardPLUS is the commercial
vehicle industry's first system in compliance with the European Union's regulation to make AEBS
mandatory on new heavy commercial vehicles as of November 2013. The WABCO Group’s key
product groups and functions are described below:
WABCO GROUP KEY PRODUCT GROUPS
SYSTEM / PRODUCT
FUNCTION
Actuator
Air Compressor and Air
Processing/Air
Management System
Foundation Brake
Anti-lock Braking System
(ABS)
Conventional Braking System
Electronic Braking System
(EBS)
Electronic and Conventional
Air Suspension Systems
Transmission Automation
Vehicle Electronic
Architecture (VEA)
Vehicle Electronic Stability
Control (ESC) and Roll
Stability Support (RSS)
0104963-0000002 BR:8794591.31
Converts Energy Stored in Compressed Air into Mechanical Force
Applied to Foundation Brake to Slow or Stop Commercial Vehicles
Provides Compressed, Dried Air for Braking, Suspension and other
Pneumatic Systems on Trucks, Buses and Trailers
Transmits Braking Force to a Disc or Drum (Connected to the Wheel) to
Slow, Stop or Hold Vehicles
Prevents Wheel Locking during Braking to Ensure Steerability and
Stability
Mechanical and Pneumatic Devices for Control of Braking Systems in
Commercial Vehicles
Electronic Controls of Braking Systems for Commercial Vehicles
Level Control of Air Springs in Trucks, Buses, Trailers and Cars
Automates Transmission Gear Shifting for Trucks and Buses
Central Electronic Modules Integrating Multiple Vehicle Control
Functions
Enhances Driving Stability
14
The WABCO Group primarily sells its products to four groups of customers around the world: (i)
truck and bus original equipment manufacturers (OEMs), (ii) trailer OEMs, (iii) commercial vehicle
aftermarket distributors for replacement parts and services, and (iv) major car manufacturers. The
Group’s largest customer is Daimler, which accounted for approximately 12%, 11% and 12% of the
sales in 2013, 2012 and 2011, respectively. Volvo accounted for 10%, 10% and 11% of the sales in
2013, 2012 and 2011, respectively. Other key customers include Ashok Leyland, BMW, China
National Heavy Truck Corporation, Cummins, Fiat (Iveco), Hino, Hyundai, Krone, MAN
Nutzfahrzeuge AG, Meritor, Meritor WABCO (a joint venture), Paccar (DAF Trucks N.V. (DAF),
Kenworth, Leyland and Peterbilt), First Automobile Works, Otto Sauer Achsenfabrik (SAF), Scania,
Schmitz Cargobull AG, TATA Motors and ZF Friedrichshafen AG (ZF). For the fiscal years ended
31 December 2013 and 2012, the Group’s top 10 customers accounted for approximately 52% of the
sales each year.
The WABCO Group’s growth strategy is focused on four key platforms, helping further
differentiation in the market place: (i) technology innovation, (ii) geographic expansion, (iii)
aftermarket growth and (iv) opportunistic automotive application of the Group’s products and
systems.
Bidder and the Target have certain complementary product and service offerings, which may, when
combined, offer customers an enhanced overall experience. Recognizing this, Bidder and Target
have in the past few years sought to collaborate commercially with respect to different solutions.
4.4
Shareholder and capital structure of the Bidder
On the date of this Prospectus, WABCO’s share capital amounts to EUR 60,300,000 and is divided
into 16,632,616 registered shares without par value. The share capital of WABCO is fully paid-up.
WABCO’s direct shareholders are WABCO Holdings B.V. (99.9%) and WBC CV (0.1%). The
broader control chain of WABCO is detailed below in graph 1.
Graph 1: Control structure WABCO
0104963-0000002 BR:8794591.31
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4.5
Governance structure of the Bidder
At the date of this Prospectus, the board of managers of WABCO comprises the following persons:
Name
Expiration of term
Function
Jacques Esculier
Undetermined
Manager – president
Vincent Pickering
Undetermined
Manager
Nick Rens
Undetermined
Manager
Michael Thompson
Undetermined
Manager
Peter Bal
Undetermined
Manager
Jorge Solis
Undetermined
Manager
Jane McLeod
Undetermined
Manager
Daniel Sebillaut
Undetermined
Manager
Mazen Mazraani
28/06/2018
Manager
Martinus Thoone
Undetermined
Manager
Jozef van Osta
Undetermined
Manager
Sean Brown
Undetermined
Manager
4.6
Shareholding in Target
(a)
Direct shareholding by the Bidder
On the date of this Prospectus, WABCO does not directly hold securities in Transics.
(b)
Shareholding by affiliates of the Bidder
On the date of this Prospectus, WABCO indirectly holds 96.84% of the Transics shares through
Tavares, a wholly owned subsidiary of WABCO following the Pre-Transaction, which owns
7,852,307 (or 96.84%) of the outstanding Transics shares.
(c)
Recent acquisitions
In the 12 months preceding the date of the Prospectus, the Bidder has acquired 100% of the shares in
Tavares, hereby indirectly acquiring 96.84% of the Transics shares.
Tavares has made various transactions in Transics shares during the last 12 months prior to the
announcement of the Takeover Bid, for prices not exceeding EUR 9.5 per Transics share (except in
the context of the Pre-Transaction). A weekly overview of all transactions of Tavares in Transics
shares since December 2012 and prior to the Pre-Transaction is included in table 1 below.
0104963-0000002 BR:8794591.31
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Table 1: Weekly overview transactions Tavares in Transics shares since December 2012
Weekly reporting date
Counterparty (if known)
Stock market transactions
7/12/2012 On stock market
14/12/2012 On stock market
21/12/2012 On stock market
4/01/2013 On stock market
11/01/2013 On stock market
18/01/2013 On stock market
25/01/2013 On stock market
1/02/2013 On stock market
8/02/2013 On stock market
15/02/2013 On stock market
22/02/2013 On stock market
1/03/2013 On stock market
8/03/2013 On stock market
15/03/2013 On stock market
22/03/2013 On stock market
28/03/2013 On stock market
5/04/2013 On stock market
12/04/2013 On stock market
19/04/2013 On stock market
26/04/2013 On stock market
30/04/2013 On stock market
3/05/2013 On stock market
10/05/2013 On stock market
17/05/2013 On stock market
24/05/2013 On stock market
31/05/2013 On stock market
7/06/2013 On stock market
14/06/2013 On stock market
21/06/2013 On stock market
28/06/2013 On stock market
5/07/2013 On stock market
5/08/2013 On stock market
16/08/2013 On stock market
30/08/2013 On stock market
12/09/2013 On stock market
13/09/2013 On stock market
20/09/2013 On stock market
27/09/2013 On stock market
4/10/2013 On stock market
11/10/2013 On stock market
18/10/2013 On stock market
25/10/2013 On stock market
1/11/2013 On stock market
Private transactions
11/2013 Generali Holding Vienna A.G.
Private transactions
11/2013 ING AM Insurance Companies
B.V.
0104963-0000002 BR:8794591.31
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Quantity
Price/share
7,773
1,121
2,711
766
540
1,080
600
2,432
1,111
1,550
15,349
1,678
1,206
2,620
3,510
3,036
1,830
1,141
1,464
5,761
820
2,007
430
1,578
6,848
10,221
2,489
201
380
1,200
480
6,895
1,080
214
50
2,027
558
100
2,005
111
30
180
1,185
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
7.5
461,526
9.5 (1)
1,334,159
9.5 (1)
4.7
Source:
Tavares
Note:
(1) this price does not reflect the top-up obligations payable to these parties as a result of the Pre-Transaction in addition to
the EUR 9.5 per share mentioned in this overview (see section 6.1)
Financial Information
The statutory annual accounts of the Bidder as of 31 December 2012 have been established in
accordance with Belgian law. These accounts were approved by the general shareholders' meeting of
the Bidder on 18 July 2013 and are available on www.nbb.be.
The Bidder is part of the WABCO Group, which is ultimately held by WABCO Holdings Inc., listed
on the New York Stock Exchange (ticker WBC). The Bidder refers to the consolidated accounts of
WABCO Holdings Inc. as of 31 December 2013 as included in its FORM 10-K filing with the
United States Securities and Exchange Commission dated 13 February 2014, which are available on
the website of the WABCO Group: www.wabco-auto.com (under “Financial Reporting”).
5.
THE TARGET
5.1
Identification of Target
5.2
Corporate Name: .......................................
Transics International NV
Registered Office:......................................
Ter Waarde 91, 8900 Ieper
Date of Incorporation: ...............................
10 May 2006, unlimited duration
Register of Legal Entities: .........................
RLE (Ieper) 0881.300.923
Corporate Form: ........................................
Limited liability company ("naamloze
vennootschap/société anonyme") incorporated under
the laws of Belgium
Listing:.......................................................
NYSE/Euronext Brussels
Financial year: ...........................................
1 January – 31 December
Date of Annual Meeting: ...........................
Third Wednesday of May at 3:00 PM
Auditor: .....................................................
BDO Bedrijfsrevisoren BCVBA, Da Vincilaan 9, Box
E6, Elsinore building, 1935 Zaventem, Belgium,
represented by Mr Koen De Brabrander
Corporate purpose of Target
According to article 3 of Transics’ articles of association, its purpose is to carry out the following
activities:
(a)
The company may, in Belgium and abroad, execute for its own account or for the account of
third parties, any industrial, commercial, financial, movable or immovable transaction, under
whatsoever denomination, that relate directly or indirectly to the following:

lease and rent, acquire and sell, install, maintain, repair, distribute, and fabricate all
kind of accessories for transport vehicles, such as board computers;
0104963-0000002 BR:8794591.31
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(b)
(c)

lease and rent, acquire and sell, install, maintain, repair, distribute, and fabricate all
kind of equipment for the transfer and the processing of information of data from
among other board computers;

develop hard- and software for the above mentioned equipment;

proceed with research and development in view of the above; and

granting of concessions, property rights, patents, manufacturing procedures, labels
of guarantee and trademarks of electronics equipment or technical know-how that
relate to the electronic transfer of processing of information of among other board
computers in transport vehicles.
In addition, the company’s object also consists in the performance of all activities mentioned
below, in Belgium and abroad:

providing for the supervision, the management, the advice and the control of
companies, the management of companies in the widest sense and providing
management services in the field of organisation, management, IT, human resources,
education and accountancy. Providing management advises relating to marketing,
production, finance and administration and commercial management, control of
enterprises and organisations and development of organisation projects in any
enterprises; and

the performance of management and control in its capacity as director, managing
director, liquidator or in any other way in all kind of companies, affiliated or not.
Acquiring, selling, leasing, renting, transferring or exchanging movable or
immovable assets that relate directly or indirectly to the above services or that could
be useful for the organisation, assistance and reorganisation of companies.
The company’s corporate purpose also consists in, but solely for its own account, all
activities and operations of a holding company and an investment company. The company
may, in Belgium and abroad, perform all activities which relate to the above company’s
object in particular:

to procure, by purchase or subscription, all shares, bonds, debentures, or any other
movable titles, in whatever form, of existing or to be incorporated, Belgian or
foreign companies;

to stimulate the incorporation of companies by contribution, participation or
investment;

to grant loans and credit facilities to companies or private persons, under whatever
form; within this framework the company may also grant a security or act as
guarantor, within the widest sense of the word, execute any commercial and
financial operations, except for those operations which are legally reserved to
deposit bank, holders of short term deposit accounts, savings banks, mortgage
companies and capitalisation corporations;

to give financial, technical, commercial or administrative advice; in the widest sense
of the word; to grant services and assistance, direct or indirect, in the field of
administration and finance, sale, production and general management;
0104963-0000002 BR:8794591.31
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
to supply all management tasks, to exercise all mandates and functions, which
directly or indirectly relate to the company’s purpose;

to rent and lease, sell or purchase movable and immovable assets; for its own
account, in Belgium and abroad; perform activities relating to the possession, the
management of immovable patrimonies, including the purchase, sale, exchange,
valuation, allotment, negotiation, management, renting, construction, conversion,
finalisation and maintenance of all immovable assets; and

to develop, purchase, sell, obtain or give out patents, know-how and relating
immaterial durable assets.
The company however can never perform activities in relation to the management of assets nor
relating to the investment advisory services as provided for by the Belgian Act of 2 August 2002
relating to the supervision of the financial sector and the financial services, and the Executing
Decrees taken on the basis of this legislation, or any other later law and/or execution decree that will
replace or change this law or these execution decrees.
The company may pursue its purpose, in Belgium and abroad, by any means and manner the
company considers being best.
The company acts for its own account, consignation, commission, as intermediary, commission
agent or as representative.
In general, the company may carry out all commercial, industrial and financial activities and all real
and personal property operations, directly or indirectly connected with its corporate purpose, or of a
nature to promote the development of its own purpose.
The company may by contribution, participation, cooperation or merger take an interest in all
businesses, companies and enterprises, groups or organisations, which have a corporate purpose
which is similar to the company’s purpose, or of a nature to promote, directly or indirectly, the
development of its own purpose, in Belgium or abroad.
The company may conclude loans, mortgage its immovable properties, and grant a pledge on any
other goods including its business, and it may confer guarantees to third parties for any loans, credit
lines, and other agreements, for its own account and for the account of third parties, on the condition
that the company has an interest in doing so.
5.3
Activities and History of Target
Transics develops and commercialises high-end fleet management solutions, which includes
software, hardware and services, for the transport and logistics sector. Fleet management systems
allow transport companies to better manage, monitor and control their mobile resources, assets and
information flows resulting in an optimization of operational efficiency, reduction of operational
costs and profit improvement.
Due to years of experience, thorough R&D efforts and an intensive focus on the customer
experience, Transics is a leading European player in its sector. In addition to its headquarters in
Ypres (Belgium), Transics is active throughout Europe.
0104963-0000002 BR:8794591.31
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Fleet Management Systems Europe NV, as Transics NV was initially called, was founded in May
1990 as a spin-off from Toppower NV, a company founded in 1986, which was active in the
development of ERP software. Since its incorporation, Transics has been using advanced technology
platforms to develop and commercialise ICT solutions specifically adapted to the needs of road
transport companies
In 1998 Transics NV raised additional equity capital from professional venture capitalists (including
Creafund I).
The international expansion of Transics was initiated in 1999 with the incorporation of its French
subsidiary, Transics France Sàrl. In 2001 Transics continued its geographical expansion with the
incorporation of Transics Nederland B.V. In 2004 Transics also established a branch office in Spain,
Transics NV Sucursal en España.
In May 2006 The Carlyle Group entered the share capital of Transics through a management buyout,
replacing the existing venture capitalists (including Creafund I) who had funded the initial phase of
growth, at the occasion of which Transics was incorporated. In that same year, Transics continued its
geographical expansion with the incorporation of a German subsidiary, Transics Deutschland
GmbH. In addition, Transics entered the Czech and Polish markets.
In April 2007 Transics acquired Delta Industrie Service SA (that has been converted into DIS Sarl
on 30 September 2009).
In June 2007 Transics successfully completed an initial public offering at a price of EUR 17.5 per
Transics share. Its shares are listed on Eurolist by Euronext Brussels.
In May 2009 Transics issued a warrant plan to the benefit of its management and certain employees.
In June 2010, Transics Italia SRL was incorporated by Transics as a 100% subsidiary company.
On 16 June 2011 Transics acquired the European activities of CarrierWeb Ireland Limited.
On 1 July 2011 Transics sold its Transport Management System business unit (TAS) to Wolter
Kluwer Transport Services.
In December 2011, the Spanish branch office of Transics was converted into a 100% subsidiary
company, Transics Telematica España S.L.U.
On 27 March 2012 DIS Sarl sold 350 shares in A.N.C. Systèmes Sarl to HBSV Sarl.
On 24 April 2012 Tavares launched a voluntary public offer on all the outstanding shares and
warrants of Transics at a price of EUR 7.5 per Transics share. The offer was closed on 2 November
2012, with Tavares holding 73.6% of the Transics shares.
In November 2013, Tavares acquired respectively 1,334,159 Transics shares from ING AM
Insurance Companies B.V. and 461,526 Transics shares from Generali Holding Vienna A.G., as a
result of which it held 96.93% of the Transics shares (now 96.84% due to the issuance of 7,858 new
Transics shares on 5 December 2013 following the exercise of warrants). An earn-out mechanism
was agreed between Tavares on the one hand and ING AM Insurance Companies B.V. and Generali
Holding Vienna A.G. on the other hand, as described in section 5.8(e).
0104963-0000002 BR:8794591.31
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5.4
Shareholder structure of Target
Based on the most recent disclosures of important shareholdings in Transics, dated 16 February
2014, in accordance with the law of 2 May 2007, the current shareholding in Target is, as at the date
of this Prospectus, as follows:
Shareholder
Number of shares
Tavares
Free Float
Total
5.5
Share capital of Target
(a)
Share capital
% of total
7,852,307
96.84%
256,280
3.16%
8,108,587
100%
On the date of the Prospectus, the share capital of Transics amounts to EUR 8,108,587 and is divided
into 8,108,587 shares without nominal value which are fully paid up.
(b)
Authorised capital
Article 6.1 of Transics’ articles of association provides for the possibility for the board of directors to
increase Transics’ share capital, in one or more occasions, by an amount of maximum EUR
8,085,810 (“toegestaan kapitaal/capital autorisé”). This authorisation is valid for a period of five (5)
years as from 5 January 2012.
According to Article 6.3 of Transics’ articles of association, the board of directors is allowed to use
the technique of authorised capital in case the Securities are subject to a public takeover bid. Such
authorisation is valid to the extent that the announcement of a public takeover bid by the FSMA is
received within a term of three (3) years as of 29 November 2011, and provided that the conditions
set out in article 607 of the Companies Code are complied with.
(c)
Warrants
On the date of this Prospectus, there are still 61,499 outstanding Warrants. The aggregate number of
Transics shares that can be obtained upon the exercise of these Warrants is 61,499.
These Warrants were granted to motivate certain members of management and certain employees
and to encourage their loyalty towards the Target. At the date of this Prospectus, the following
current members of the board of directors of the Target hold Warrants issued by the Target:
Name
Warrants
Luc Vandewalle
4,696
Leyman Consult BVBA
Represented by Peter Leyman
4,696
Cassel BVBA
Represented by Walter Mastelinck
6,370
0104963-0000002 BR:8794591.31
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The terms and conditions governing these Warrants are included in the Warrant Plan 2009 as
approved by the Target’s board of directors on 27 April 2009. The main characteristics can be
summarized as follows:

one Warrant entitles its holder the right to subscribe for one share in Transics;

the Warrants have a duration of ten (10) years as of the date of issuance (15 May 2009);

the exercise price of each Warrant amounts to EUR 5.79;

the Warrants can only be exercised once they are vested: (i) 25% will be vested one (1) year
after the allocation of the Warrants and (ii) 6.25% will each time be vested the last day of
each trimester following the first birthday of the date of allocation of the Warrants (14 July
2009);

subject to the Warrants being vested, the Warrants can be exercised twice a year from 15
May until 29 May and from 15 November until 29 November as from the first day of the
fourth calendar year after the date of the offer to subscribe to the Warrants (15-29 May 2013
and 15-29 November 2013) until the end of the tenth year after the issuance date of the
Warrants (15-29 May 2019 and 15-29 November 2019);

the Warrants are not transferable, except in case of death. This means that the Warrants, as a
principle, are not eligible for transfer to the Bidder in the context of the Bid (except in case
of a squeeze-out).
All Warrants are included in the scope of the Bid.
(d)
Treasury stock
Transics does not have any treasury stock. However, according to Article 12 of its articles of
association, the Target’s board of directors is authorised to buy back Transics shares provided that
the conditions set out in articles 620 to 625 of the Companies Code are complied with.
Furthermore, the Target’s board of directors is authorised, for a period of three (3) years as of 5
January 2012, to buy back Transics shares, subject to the conditions set out in article 620 of the
Companies Code, in order to prevent a serious threat to the Target.
(e)
Other securities with voting rights or giving access to voting rights
On the date of this Prospectus, the Target has not issued any securities with voting rights or giving
access to voting rights, other than the Transics shares referred to in the section 5.5(a) of the
Prospectus and the Warrants referred to in the section 5.5(c) of the Prospectus.
(f)
Fluctuation of Target’s share price on NYSE Euronext Brussels
The graph below illustrates the evolution of Transics’ share price on NYSE Euronext Brussels, and
this for a period commencing on 6 February 2013 through 5 February 2014.
0104963-0000002 BR:8794591.31
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Graph 2: Share price development from 6 February 2013 to 5 February 2014
Source: Bloomberg per 5 February 2014
5.6
Governance structure
The governing bodies of the Target are its board of directors on the one hand and the executive
committee on the other hand.
(a)
Board of directors
The board of directors of Transics, whose members are appointed by the shareholders’ meeting,
must consist of minimum three (3) members and maximum ten (10) members. Their respective term
of office may not exceed four (4) years, but they may be re-elected.
The board of directors is currently composed as follows:
Name
Expiration of term
Function
Nick Rens (1)
Annual shareholders’ meeting
of 2016
Director
Vincent Pickering (1)
Annual shareholders’ meeting
of 2016
Director
Jef van Osta (1)
Annual shareholders’ meeting
of 2016
Director
Vanko Management BVBA
Represented by Mr Luc Vandewalle
Annual shareholders’ meeting
of 2016
Independent Director
Cassel BVBA
Represented by Mr Walter Mastelinck
Annual shareholders’ meeting
of 2016
Chief Executive
Officer
0104963-0000002 BR:8794591.31
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Name
Expiration of term
Function
Klaasbulk VOF
Represented by Mr Frank D’Hoore
Annual shareholders’ meeting
of 2016
Independent Director
Leyman Consult BVBA
Represented by Mr Peter Leyman
Annual shareholders’ meeting
of 2016
Independent Director
(1)
Co-opted by the board of directors on 12 February 2014 in accordance with article 519 of the Companies Code as representatives of
WABCO at the level of the board of directors of the Target. The mandate of the director will have to be confirmed at the next general
shareholders’ meeting of the Target in accordance with article 519 of the Companies Code.
The following directors resigned with effect from 12 February 2014:

H&H Capital Management BVBA, represented by Mr Herman Wielfaert


VDM BVBA, represented by Mr Stephan Van Herck (independent director)
Sprezzatura BVBA, represented by Mr Filip De Clercq (independent director)
Below is an overview of the curriculum vitae of each of the directors of Transics (which, in respect
of the directors under (iv) to (and including) (vii), were taken from the website of Transics
(www.transics.com)):
(i)
Mr Nick Rens
Nick Rens was appointed Vice President, Trailer Systems, Aftermarket and Off-Highway, in
2012 adding to his existing role as Vice President, Trailer Systems and Aftermarket, a
position he has held since 2008. Previously, Mr. Rens worked for three years as WABCO's
regional trailer sales leader for Southern and Western Europe based in Claye Souilly, France.
Since 1999, Mr. Rens has also been Managing Director of WABCO Belgium where he held
several sales leadership roles both in the Aftermarket and Original Equipment (OE) sales
organizations. Mr. Rens has worked at WABCO for almost his entire career, having joined
the company in 1989 as a product line specialist.
(ii)
Mr Vincent Pickering
Vincent Pickering joined WABCO in September 2010 from Microsoft Corp. in Redmond,
Washington, U.S.A., where he served as Associate General Counsel for the company's
Worldwide Licensing and Pricing Division. While there, he was responsible for legal
support for Microsoft's global commercial sales, as well as Microsoft Financing and the
company's emerging market initiatives.
Prior to his 8 years of service at Microsoft, Mr. Pickering was General Counsel and Head of
Regulatory Affairs at Bulldog Communications, a U.K. telecoms service provider. Before
that, he was European Legal Director at Ebone in Brussels, formerly GTS and Hermes
Europe Railtel, a European fibre-optic network provider. Mr. Pickering has also gained
diverse legal experience working with leading international law firms while based in
Brussels and London. He began his career at the European Commission's Directorate
General for Competition. Mr. Pickering has law degrees from the University of London, and
is qualified as a U.K. Solicitor.
(iii)
Mr Jef Van Osta
Jef Van Osta joined WABCO in February 2008 as Assistant Treasurer and was appointed
Treasurer in May 2010. Mr. Van Osta came to WABCO after serving four years as the
European Treasurer for Avery Dennison. Prior to that, he spent six years as Deputy Group
0104963-0000002 BR:8794591.31
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Treasurer at DHL Worldwide Express in Belgium and 12 years serving in various leadership
positions at Bank Brussels Lambert in Belgium and France. He currently serves on the board
of the Belgian Association of Corporate Treasurers. Mr. Van Osta holds a law and business
degree from Katholieke Universiteit, Leuven, Belgium.
(iv)
Mr Luc Vandewalle
Luc Vandewalle has a degree in Economics from Gent University (Belgium). He joined the
BBL (now ING Belgium) in 1968 as a university trainee. Assigned to the Credit Secretariat
of the Kortrijk local head office in 1971, he subsequently became Head of the Operational
Department of the previously mentioned local head office in 1977, before becoming Head of
Middle-market Corporate Banking at the Gent local head office in 1981. He was thereafter
successively appointed Head of the local head offices of Aalst-Sint-Niklaas (1983) and of
Kortrijk-Roeselare (1986). He was appointed Director and member of the Executive
Committee of BBL in December 1992. From 2000 to 2007, he was President and CEO of
ING Belgium.
Mr. Vandewalle is currently commissioner of the ING Group, Chairman of VZW Centrum
voor Algemeen Welzijnswerk – CAW Stimulans, Kortrijk, Director of Sea-Invest, Director
of N.V. Galloo, Director of Sioen Industries, Director of N.V. Arseus, Director of Besix and
Director of Matexi N.V..
(v)
Mr Walter Mastelinck
Mr. Walter Mastelinck holds a Bachelor’s degree in Telecommunications and
Microprocessors (VHTI Technicum Antwerp). In 1988 he joined Toppower (formerly ICS
Computers NV) where he became responsible for sales & marketing and was closely
involved with the general strategy of the company. In 1996, he acquired one third of the
shares of ICS Computers and FMS Europe (the former Transics NV). Today, Walter is a
member of the board and CEO of the Company and her subsidiary companies.
(vi)
Mr Frank D’Hoore
Frank D’hoore, holder of a Bachelor’s degree in Marketing and Communications and in
Banking and Finance, has been active in banking since the start of his career in 1985. For 14
years, he was branch manager at three different regional offices of Generale Bank. In 1989
he swapped the Generale Bank for the Fortis Bank, heading up the branches in Aalter and
later Merelbeke. Due to the mergers of smaller local branches, Frank was in charge of a
growing number of employees. Since 2011, he has been responsible for all BNP Paribas
Fortis offices in West- and East- Flanders where the new office concept has been introduced.
(vii)
Mr Peter Leyman
Peter Leyman has a university degree in Applied Economical Sciences from the University
of Ghent and a Masters Degree (MBA) in Financial Sciences from Vlerick Management
School. He also attended the ‘Global Leadership Development Programme’ of Volvo Car
Corporation and he is certified at the Darden Graduate School of Business Administration
(University of Virginia) for the programme ‘Managing Critical Resources’. After working as
a Controller, he began his varied career in Volvo Cars in Gent in 1988. He had several
positions within the Human Resources area. He started as Compensation and Benefits
Manager and after six years he was appointed Manager Industrial Relations. Since 1996, he
was member of the Executive Committee of Volvo Cars Gent as Director Human Resources
and Organisation. From 1 July 2001 until April 2007, he was Managing Director of the
Volvo Cars Ghent plant. Mr Leyman was a federal member of parliament from May 2007 to
0104963-0000002 BR:8794591.31
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January 2008. From February 2008 to October 2009 he was Managing Director of Vergokan
International NV. From November 2009 to January 2011 he was Managing Director of
VOKA (“Vlaams Netwerk van Ondernemingen”). The past few years he was, amongst
others, a member of the board of directors of Gourmet Invent NV, the Chamber of
Commerce of East-Flanders (“Kamer van Koophandel Oost-Vlaanderen VZW”) and of
Flanders Expo Ghent, which he is no longer at this date. Today, Mr Leyman is a member of
the board of directors of the International Annual Fair Flanders (“Internationale Jaarbeurs
Vlaanderen VZW”), Outdoor Investment VOF, XL Group and Artevelde Hogeschool.
(b)
Executive Committee
The Executive Committee (“directiecomité/comité de direction”) is composed of the following
executive members:
Name
Function
Rema Consult BVBA
Represented by Ms Ann Braet
Chief Finance Officer
Cassel BVBA
Represented by Mr Walter Mastelinck
Chief Executive Officer
The members of the Executive Committee are appointed for a duration of three (3) years, but their
mandate can be terminated early by the board of directors with two (2) weeks’ notice.
The Executive Committee has all powers of the board of directors, excluding the powers within the
exclusive competence of the board of directors, i.e.: (i) the overall policy of the Target, (ii) the
supervision of the Executive Committee and (iii) any actions which are reserved to the board of
directors pursuant to the Companies Code, the articles of association of the Target and/or the
Corporate Governance Charter.
(c)
Audit Committee
The Board of Directors has installed an Audit Committee. The committee must be composed of at
least three (3) members all of whom are non-executive directors. As far as possible, a majority of its
members should be independent directors. The composition of the committee may deviate from the
above if, in the reasonable opinion of the Board of Directors, a different composition could bring
more relevant experience and expertise to the committee. The committee appoints a Chairman from
amongst its members, although the Chairman of the Board of Directors should not chair the
committee.
The role of the Audit Committee is to supervise financial reporting and observe administrative, legal
and tax procedures and follow-up on financial and operational audits, as well as advising on the
choice and remuneration of the statutory auditor. The committee should report regularly to the Board
of Directors on the exercise of its functions. It should inform the Board of Directors about all areas
in which, in the Audit Committee’s opinion, action or improvement is necessary. The Audit
Committee should produce recommendations concerning the necessary steps that need to be taken.
The audit review and the reporting on that review should cover the Company and its subsidiaries as a
whole.
The committee has specific tasks, including the Company’s financial reporting, internal controls and
risk management, and the internal and external audit process. These are further described in the
0104963-0000002 BR:8794591.31
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terms of reference of the Audit Committee, as set out in the Corporate Governance Charter. In
principle, the committee will meet at least three times per year.
The members of the committee shall at all times have full and free access to the Financial Officer
and to any other employee to whom they may require access in order to fulfil their responsibilities.
On the date of this Prospectus, the Audit Committee consists of Vanko Management BVBA,
represented by Mr Luc Vandewalle, Klaasbulk VOF, represented by Mr Frank D’hoore and Mr Jef
Van Osta (chairman).
(d)
Nomination and Remuneration Committee
The Board of Directors decided on 27 August 2008 to merge the Nomination Committee and the
Remuneration Committee into one (1) committee, which must be composed of at least three (3)
members, all of whom must be non-executive directors. As far as possible, a majority of its members
shall be independent directors. The composition of the committee may deviate from the above if, in
the reasonable opinion of the Board of Directors, a different composition could bring more relevant
experience and expertise to the committee. The committee is chaired by the Chairman of the Board
of Directors or by another non-executive director appointed by the committee.
The role of this committee is to make proposals to the board on the remuneration policy for directors
and the resulting proposals to be submitted to the shareholders, the remuneration policy for executive
management as well as to make recommendations to the Board of Directors with regard to the
appointment and re-election of directors and of members of executive management and to ensure
that the appointment and re-election process is organised objectively and professionally. The
committee also has specific tasks that are further described in the terms of reference for this
committee as set out in the Corporate Governance Charter. The committee meets at least two times a
year and as frequently as is necessary for the efficient operation of the nomination and remuneration
committee.
On the date of this Prospectus, the Nomination and Remuneration Committee consists of Leyman
Consult, represented by Mr Peter Leyman, Vanko Management BVBA, represented by Mr Luc
Vandewalle and Mr Vincent Pickering (chairman).
(e)
Corporate Governance Charter
The board of directors of Transics has adopted a Corporate Governance Charter in accordance with
the Belgian Corporate Governance Code dated 9 December 2004, as amended on 12 March 2009.
The Charter was last updated on 28 February 2013.
The Corporate Governance Charter can be found on the website of the Target (www.transics.com).
5.7
Most important participations
Transics holds participations in the following entities on a consolidated level:
Company name and address
Ownership
Transics Belux NV
Ter Waarde 91, 8900 Ieper (Belgium)
100%
Transics NV
Ter Waarde 91, 8900 Ieper (Belgium)
100%
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Company name and address
5.8
Ownership
FLC NV
Ter Waarde 91, 8900 Ieper (Belgium)
100%
Delta Industrie Service SARL
Route de Nimes 111, 30560 Saint-Hilaire-de Brethmas (France)
100%
Transics France SARL
Rue de la Gare 3087, 59299 Boeschepe (France)
100%
Transics Nederland BV
Stephensonweg 8, 4207HB Gorinchem (Netherlands)
100%
Transics Deutschland GMBH
Kaiser-Wilhelm-Ring 27-29, 50672 Köln (Germany)
100%
Transics Italia SRL
Via Senigallia 18/2, Torre A, 20161 Milano (Italy)
100%
Transics Ireland Ltd
132 Lower Baggot Street, Dublin 24 (Ireland)
100%
CarrierWeb B.V.
Vestdijk 9, 5611 CA Eindhoven (Netherlands)
100%
Transics Telematica Espana, SLU
Calle San Elias 29-35, 5°B 08006 Barcelona (Spain)
100%
Recent Developments
For the recent developments with respect to Transics reference is made to the press releases which
have been published on the website of the Target (www.transics.com):
(a)
On 5 March 2014, Transics announced that it was informed by the FSMA of the fact that the
Bidder had informed the FSMA of its intention to launch the Takeover Bid.
(b)
On 28 February 2014, Transics announced its results for FY 2013, including its revenue
(EUR 51,669,000, or up 5.2% compared with FY 2012), its gross profit (EUR 35.487
million or 68.7% of revenue, compared with EUR 32.212 million or 67.6% of revenue in FY
2012) and its net result (EUR 5.367 million, compared with EUR 4.635 million in FY 2012).
Revenues reached EUR 35.574 million in the core markets of the Benelux and France and,
in the development markets, the revenues reached EUR 16.095 million. This compared to
EUR 35.124 million and EUR 13.994 million in FY 2012. Year-on-year the revenues
increased by 5.2%.
(c)
On 13 February 2014, Transics announced the Pre-Transaction.
(d)
On 16 December 2013 Transics announced that on 5 December 2013, it had issued 7,858
new Transics shares and increased its share capital with EUR 7,858, as a result of the
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exercise of 7,858 warrants. The newly issued shares are entitled to dividends as of the
financial year 2013.
(e)
On 26 November 2013 the board of directors of Transics was informed by Mr Rudy Everaert
(representing RLE & Partners BVBA), a non-executive director, representing ING AM
Insurance Companies B.V. (ING AM), of his resignation as a director of Transics with
immediate effect.
This resignation took place in the context of share purchase agreements that were concluded
between Tavares, ING AM and Generali Holding Vienna A.G. (Generali) in November
2013, whereby Tavares acquired all Transics shares held by ING AM (i.e. 1,334,159
Transics shares) and by Generali (i.e. 461,526 Transics shares), which resulted in Tavares
becoming the owner of 7,852,307 (or 96.93% - now 96.84% due to the issuance of 7,858
new Transics shares on 5 December 2013) outstanding Transics shares.
An earn-out mechanism was agreed between Tavares on the one hand and ING AM and
Generali on the other hand, under which ING AM and Generali were entitled, (i) in the event
of a subsequent transfer of the Transics shares, to part of the gain Tavares would realise on
the Transics shares sold by ING AM and Generali, equal to 90% of the amount of any
compensation received for the those Transics shares exceeding EUR 9.50, after deduction of
taxes due on this gain and (ii) in the event of a transfer of all or the majority of the shares in
Tavares, to part of the implied gain the Tavares’ shareholders (ie the Pre-Transaction
Sellers) would realise on the Transics shares sold by ING AM and Generali, equal to 90% of
any implied price paid for the Transics shares sold by ING AM and Generali exceeding EUR
9.50, after deduction of taxes due on this gain.
(f)
On 31 October 2013, Transics published its trading results for the third quarter of 2013.
During this third quarter of 2013, Transics generated revenues of EUR 13.2 million, up from
EUR 12.6 million in the third quarter of 2012, representing a year-on-year revenue increase
of 5.2%. Revenues reached EUR 9.2 million in the core markets of the Benelux and France
and, in the development markets, the revenues reached EUR 4 million. This compared to
EUR 8.7 million and EUR 3.9 million in the third quarter of 2012. Year-on-year, the
revenues in the core countries increased by 5.4% and in the development countries by 4.8%.
(g)
On 30 August 2013, Transics announced its results for the first half of 2013. During this
first half year of 2013, Transics generated revenues of EUR 24.631 million, representing a
year-on-year revenue decrease of 3.9% compared to the total revenues of the second half of
2012. Gross profit amounted to EUR 16.971 million, compared with EUR 17.332 million for
the second half of 2012 and the net result amounted to EUR 1.776 million, compared with
EUR 3.052 million for the second half of 2012. Revenues reached EUR 17.424 million in
the core markets of the Benelux and France and, in the development markets, the revenues
reached EUR 7.207 million. This compared to EUR 17.627 million and EUR 7.992 million
in the first half of 2012. Revenues decreased by 3.9% compared to total revenues of the
second half of 2012.
(h)
On 18 June 2013, Transics announced that it had issued 14,919 new Transics shares on 6
June 2013 and increased its capital with EUR 14,919, as a result of the exercise of 14,919
warrants. These newly issued shares are entitled to dividends as of the financial year 2013.
(i)
On 21 May 2013, Transics published its trading results for the first quarter of 2013. During
this first quarter of 2013, Transics generated revenues of EUR 12.400 million, up from EUR
11.900 million in the first quarter of 2012, representing a year-on-year revenue increase of
4.3%. Revenues reached EUR 8.642 million in the core markets of the Benelux and France
and, in the development markets, the revenues reached EUR 3.732 million. This compared
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to EUR 8.713 million and EUR 3.152 million in the first quarter of 2012. Year-on-year the
revenues in the core countries decreased by 0.8%, while in the development countries they
increased by 18.4%.
(j)
5.9
On 28 February 2013, Transics announced its results for FY 2012. During the FY 2012,
Transics generated revenues of EUR 49.118 million, or up 0.9% compared with FY 2011.
Gross profit amounted to EUR 33.212 million, compared with EUR 32.297 million in FY
2011, and the net result amounted to EUR 4.635 million compared with a net result from
continuing operations of EUR 4.812 million for FY 2011. Revenues reached EUR 35.124
million in the core markets of the Benelux and France and, in the development markets, the
revenues reached EUR 13.994 million. This compared to EUR 35.266 million and EUR
13.414 million in FY 2011. Year-on-year the revenues increased by 0.9%.
Financial Information
Transics’ statutory accounts have been established in accordance with Belgian GAAP, and its
consolidated accounts in accordance with IAS/IFRS regulations. The statutory and consolidated
annual accounts per 31 December 2013 were approved by the board of directors of Transics held on
8 April 2014 and its statutory annual accounts per 31 December 2013 are scheduled to be approved
by its annual shareholders’ meeting on 21 May 2014.
Transics’ statutory and consolidated annual accounts per 31 December 2013 and are available on
www.transics.com.
5.10
Documents incorporated by reference
The following documents have previously been published by the Target, are available on the website
of the Target (www.transics.com) and are incorporated by reference in this Prospectus, in accordance
with article 13, §3 of the Law on Takeover Bids juncto article 50 of the Belgian law of 16 June 2006
on the public offering of securities and the admission of securities to trading on a regulated market:

Transics statutory and consolidated annual accounts for the financial year 2013; and

Press releases on Transics since 2012.
The information so incorporated by reference herein shall form an integral part of the Prospectus,
save that any statement contained in a document that is incorporated by reference herein, shall be
modified or superseded for the purposes of this Prospectus to the extent that a statement contained in
this Prospectus modifies or supersedes such earlier statement (whether expressly, by implication or
otherwise). Any statement so modified shall not, except as so modified or superseded, constitute a
part of this Prospectus. A cross-reference list is attached to the Prospectus as Annex 2.
6.
OBJECTIVES AND INTENTIONS OF THE BIDDER
6.1
Background: the acquisition by WABCO of 100% of the shares of Tavares and bridge between
price per Tavares share and price per Transics shares
WABCO announced on 13 February 2014 that on 12 February 2014 it had entered into a binding
agreement to acquire 100% of the Tavares shares for EUR 62,940,046.82.
The share purchase agreement was concluded on 12 February 2014 between WABCO as the
purchaser, and Creafund, Mr Ludwig Lemenu, Mr Walter Mastelinck, Cassel and Uniholding as
sellers (the Pre-Transaction Sellers). Following completion of the transactions contemplated by
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this share purchase agreement, WABCO acquired 100% of the shares of Tavares on the same date
(the Pre-Transaction).
The valuation of Tavares was calculated based on an implied value of EUR 14.14 per Transics share
held by Tavares, as agreed between WABCO and the Pre-Transaction Sellers, resulting in a headline
purchase price of EUR 111,057,507.43.
In order to arrive at the final purchase price for 100% of the Tavares shares (ie EUR 62,940,046.82),
it was agreed that from the enterprise value of Tavares (EUR 111,057,507.43), the following
outstanding liabilities of Tavares would be deducted:
(a)
the amount of the outstanding external acquisition financing of Tavares which was repaid by
Tavares on completion of the Pre-Transaction, ie EUR 37,242,371.46;
(b)
the amount of the shareholder loans of Tavares which were repaid by Tavares on completion
of the Pre-Transaction, ie EUR 2,776,282.10;
(c)
the amount due by Tavares to ING AM and Generali under the earn-out mechanism
described in section 5.8(e), of EUR 7,504,108.36 in total; and
(d)
other specific liabilities in the amount of EUR 594,698.69.
As a result of the calculations above, a purchase price of EUR 62,940,046.82 for 100% of the
Tavares shares was paid to the Pre-Transaction Sellers on completion of the Pre-Transaction.
6.2
Objectives
(a)
Through the mandatory takeover bid, WABCO complies with its legal obligations following the PreTransaction
As a result of the Pre-Transaction, the Bidder acquired control of Tavares, a holding company
(“houdsteronderneming/entreprise détentrice”) within the meaning of the Royal Decree on Takeover
Bids, owning 7,852,307 (or 96.84%) of the outstanding Transics shares. In accordance with article
51 of the Royal Decree on Takeover Bids, this triggers the legal obligation for WABCO to launch a
mandatory takeover bid on all remaining Shares and Warrants of Transics in accordance with chapter
III of the Royal Decree on Takeover Bids.
By making this Takeover Bid, WABCO complies with its legal obligation set forth in the previous
section. It will give the Securities Holders an opportunity to sell their Securities and exit the
shareholder structure of Transics at a price which represents a premium of 41.4% over the last price
per Transics share as per 5 February 2014.
(b)
Obtaining a delisting of Transics
In the context of the Bid, WABCO is also seeking to obtain a delisting of Transics. WABCO is of
the opinion that a further listing of Transics is no longer useful to raise capital, finance acquisitions
or enhance employee retention (for instance by issuing warrants).
In this respect, the Bidder intends to proceed with a simplified squeeze-out bid in accordance with
article 42 and 43 juncto article 57 of the Royal Decree on Takeover Bids as it will hold more than
95% of the outstanding Transics shares by the end of the Takeover Bid. As a result of such
simplified squeeze-out bid, the Bidder will hold all outstanding Transics shares and Warrants and the
Transics shares will be delisted from NYSE Euronext Brussels and will no longer be traded on any
public market or multi-trading facility.
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Even if the Bidder would not acquire all outstanding Shares, it reserves the right to request such
delisting, in order to avoid the costs related to the listing. NYSE Euronext Brussels may refuse such
a request for delisting and the FSMA may oppose this as well.
6.3
Intentions of the Bidder
(a)
Position of Transics
The acquisition of Transics marks the WABCO Group’s further expansion into the fleet management
solutions market. The WABCO Group already offers a broad range of aftermarket services for truck
and trailer manufacturers, distributors, workshops and fleet operators. With the acquisition of
Transics, the WABCO Group will significantly expand its innovative portfolio of products, services
and solutions catering to the specific needs of its fleet customer base.
WABCO intends to integrate Transics in the WABCO Group. The WABCO Group plans to combine
Transics’ operations within its existing Trailer Systems and Aftermarket business. Transics will
however continue to operate under its own brand and, as part of the WABCO Group, will offer its
comprehensive range of market-leading products and services in key markets worldwide, including
its TX-CONNECT platform and suite of related solutions.
(b)
Intentions of the Bidder regarding the continuation of the activities of Transics and/or the
implementation of restructurings
WABCO does not have at present plans to materially change or restructure the activities of Transics
(or its subsidiaries). In this respect, the Bid will have no impact on the interests of the employees, the
employment conditions or on the employment as such.
(c)
Expected changes in the working conditions or the employment policies
The Bidder does not anticipate any substantive change in the working conditions or the employment
policies of Transics (or its subsidiaries) and has no plans to implement any major restructurings in
that respect. Accordingly, the impact of the Bid (if any) on the interests of the employees should be
minor.
The Bidder anticipates that the integration of Transics within the WABCO Group as set forth in
section 6.3(a), will create opportunities for Transics employees to develop international careers
within the WABCO Group.
(d)
Expected economic gains
The expected economic gains of the Bid are reflected in the Bid Price and the Bidder refers to
valuation framework set forth in section 7.2.
The Bidder will try to positively enhance growth of the Target’s business over time, a.o. by
examining synergies and integrating the business within the WABCO Group. Such integration and
realisation of synergies will only happen after a transitory phase in which Transics will continue to
operate as a standalone entity. The Bidder believes that such transitory phase helps ensuring a
smooth transition of the goodwill (including client relationships) associated with the acquisition of
Transics, and the length of such period will be monitored in view of such goal. As the timing and the
required investment for realising these synergies is at this stage uncertain, the effect of future
synergies cannot be further quantified.
(e)
Organizational structure
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In the event of a discontinuation of the listing of the Transics shares, the Bidders will install a
simpler and lighter governance structure.
The Bidder currently has no intentions to make any changes to the key management of Transics. In
the context of the Pre-Transaction, a new management agreement was entered into with Cassel
BVBA, with the same economic parameters as the management agreement which it replaces, but
also reflecting certain WABCO policies on key management agreements.
In addition, the main terms of a long-term incentive plan were agreed to the benefit of certain,
further to be selected, members of key management. This long-term incentive plan, which is strictly
performance and retention based, will only be implemented after delisting of Transics, and ensures
that the long-term interests of selected members of key management are aligned with those of
Transics and the WABCO Group.
(f)
Intended amendments to the articles of association of Transics
The intention of the Bidder is to delist the Transics shares from the regulated market of
NYSE/Euronext Brussels. This will result in amendments to the Target’s articles of association as
well as to its governance model and policies in order to bring those in line with what is customary
for privately held companies.
(g)
Dividend policy
The Target has never declared or paid any dividends on its shares. WABCO does not intend to
review this policy as long as Transics remains listed.
6.4
Benefits for Transics and its Securities Holders
The Bidder believes that the objectives set forth above are in the interest of Transics.
The most important benefit of the Bid for the Securities Holders is the Bid Price (in this respect
reference is made to section 7.1(d)) and the immediate liquidity opportunity of Bid for the Securities
Holders.
7.
THE BID
7.1
Characteristics of the Bid
(a)
Nature of the Bid
The Takeover Bid is a mandatory takeover bid made in accordance with chapter III of the Royal
Decree on Takeover Bids. The Takeover Bid is in cash.
(b)
Scope of the Bid
The Takeover Bid relates to all Shares and Warrants issued by Transics, which are not already held
by the Bidder or persons affiliated with the Bidder (including Tavares).
The Shares are listed on NYSE Euronext Brussels under ISIN code BE 0003869865.
Transics has not issued any securities with voting rights or giving access to voting rights, other than
the Transics shares and the Warrants. Transics has not issued any right enabling the holder of such
right to acquire Transics shares, except for the Warrants.
(c)
Conditions attaching to the Takeover Bid
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The Takeover Bid is unconditional.
(d)
Bid Price
(i)
General
The Bid Price is EUR 14.14 for each Share.
The Bid Price is EUR 8.76 for each Warrant.
A valuation framework for the Transics shares is included in section 7.2 of the Prospectus.
If, after the publication of the Takeover Bid but before the publication of the results, the
Bidder acquires Securities outside the Bid at a price higher than the Bid Price, or has
committed itself to do so, then the higher Bid Price applies. In that case, the Acceptance
Period will be extended so that Securities Holders may accept the Bid at the modified price
during a period of five (5) Business Days after the publication of the increase of the Bid
Price. The increased Bid Price also applies to the Security Holders who have already
accepted the Bid.
Under article 45 juncto article 57 of the Royal Decree on Takeover Bids, in case of a direct
or indirect acquisition of Securities to which the Bid relates, by the Bidder and by persons
who are acting in concert with the Bidder during one (1) year after the end of the bid period,
against conditions which are more favorable for the transferors than those of the Bid, the
price difference is awarded to all Securities Holders who accepted the Bid.
The Total Bid Consideration for all Securities amounts to EUR 4,162,531. As required by
article 3 of the Royal Decree on Takeover Bids, the required funding for the payment of all
Securities included in the Bid is irrevocably and unconditionally available under the
confirmation letter from ING Belgium NV dated 28 February 2014.
The Bidder shall monitor that Transics does not pay out any dividends during the Takeover
Bid procedure.
(ii)
Calculation of the Bid Price
The Bidder offers a Bid Price of EUR 14.14 for each Share and of EUR 8.76 for each
Warrant. Article 53 of the Royal Decree on Takeover Bids provides that the Bid Price should
be at least the higher of the two following amounts:
(A)
Highest price paid over the last 12 months - The highest price paid by the Bidder
or a person acting in concert with the Bidder for a Transics share over the last 12
months prior to the announcement of the Bid.
The highest implied price paid over the last 12 months, directly or indirectly, for a
Transics share amounts to EUR 14.14, i.e. the implied price per Transics share as
used for the calculation of the purchase price of 100% of the Tavares shares in the
Pre-Transaction. A more detailed description of the Pre-Transaction is set out in
section 6.1.
Tavares, a person acting in concert with WABCO, has made various transactions in
Transics shares during the last 12 months prior to the announcement of the offer, for
prices not exceeding EUR 9.5 per Transics share (except in the context of the Pre-
0104963-0000002 BR:8794591.31
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Transaction). A weekly overview of all transactions of Tavares in Transics shares
since December 2012 and prior to the Pre-Transaction is included in section 4.6.
Neither WABCO, nor any person acting in concert with WABCO has made any
other trade or transaction (directly or indirectly) in Transics shares during such 12
months period.
(B)
Volume weighted average stock exchange price over the last 30 days - The
volume weighted average stock exchange price during the last 30 calendar days
before the event that triggered the obligation to make a mandatory takeover bid.
Such volume weighted average stock exchange price of a Transics share on NYSE
Euronext Brussels for the 30 calendar days period ending on, and including, the day
of announcement of the proposed transaction, amounts to EUR 9.70 Share.
As the price under paragraph (A) is higher than the price referred to under paragraph (B)
above, WABCO has made the Bid against such price.
As the price paid to the shareholders of Tavares is the result of a negotiation between the
Pre-Transaction Sellers and WABCO and this price represents a premium of 41.4 % over the
price of the latest auction of shares in Transics on NYSE Euronext Brussels prior to the
announcement of the Pre-Transaction (EUR 10 per share), WABCO believes that the Bid
Price is an attractive price.
7.2
Valuation framework for the Shares and Warrants
(a)
Shares
(i)
Introduction
The Bid Price is based upon a price negotiated with the Pre-Transaction Sellers in the
context of the Pre-Transaction and results from the application of the applicable regulations
on minimum bid price in the context of a mandatory takeover bid (see section 7.1 above).
Therefore, the sole aim of this section 7.2 is to provide investors in Transics shares a
benchmark which gives context to the Bid Price offered by WABCO.
Amongst the various valuation methods used, the Bidder considers the DCF as the most
relevant method and principally relied on this method in the framework of the negotiations.
(ii)
Valuation methods
The Bidder offers EUR 14.14 in cash per Share.
The Bidder provides the following valuation framework which could serve as a benchmark
for the Bid Price:
(A)
Historical price performance of the Target’s share;
(B)
Target share prices of equity research analysts;
(C)
Discounted Cash Flow Method; and
(D)
Premiums observed in Belgian public takeover bids.
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These valuation methods are each discussed in more detail below. Amongst the valuation
methods listed in section (A) to (D), the Bidder considers the Discounted Cash Flow Method
as the most relevant method.
(A)
Historical price performance of the Shares
Following the IPO (Initial Public Offering) of the Target in June 2007 (at a price of EUR
17.5 per share), the share price dropped to EUR 3.8 per share in December 2008. The
financial crisis, which started in the second half of 2008, had an immediate negative impact
on the sales of the Target of approximately 20% and forced the Target to align its cost base.
The combination of the overall market sentiment at the end of 2008 and the economic reality
in the transport and logistics sector resulted in a detrimental impact on the share price. In the
following years up till 2011, the Target was able to restore the sales levels as applicable
before the financial crisis in 2008. Between 2012 and 2013 sales of Transics increased with
5.2%.
The Target has never declared any dividends.
0104963-0000002 BR:8794591.31
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Graph 3: Share price development since IPO (from June 2007 to 5 February 2013)
Source: Bloomberg per 5 February 2014 and the Target's website.
As shown in graph 4, the share price evolution since 6 February 2013 (relating to the 12
months period) has outperformed the Bel-20 and the Euro Stoxx Technology index. Over
this period, the share price increase amounted to 33.3% (based on the closing price of 5
February 2014, i.e. the last day of trading before the announcement of the Bid) as compared
to the BEL-20 index (13.7%) and Euro Stoxx Technology index (14.9%).
0104963-0000002 BR:8794591.31
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Graph 4: Share price development from 6 February 2013 to 5 February 2014
Source: Bloomberg per 5 February 2014 and the Target's website.
Table 2 shows the lowest, the highest, the average prices and the volume weighted average
prices of the Transics shares over a number of historical trading periods prior to 5 February
2013.
Table 2: Share price evolution and Bid premiums/discounts over specific periods
Share price
Period
Low
High
Average
Premium/(Discount)
Weighted
average
Low
High
Average
Weighted
average
Period prior to 5 February 2014
1 Day prior = 5 February 2014
10.0
10.0
41.4%
41.4%
Last month
9.3
10.0
9.6
9.4
52.9%
41.4%
46.8%
50.5%
Last 3 months
7.2
10.0
8.8
8.9
96.4%
41.4%
60.6%
58.7%
Last 6 months
7.2
10.0
8.3
8.2
96.4%
41.4%
71.3%
72.1%
Last 12 months
7.2
10.0
7.9
7.9
96.4%
41.4%
79.4%
79.8%
Source:
Note:
Bloomberg
All calculations are based on daily closing prices and the weighted average represents the volume weighted average
share price using daily closing prices and daily traded volumes.
The figures in Table 2 show that the consideration offered for the Shares in the Takeover
Bid:

represents a premium of 41.4% over the price on 5 February 2014;

represents a premium of 46.8% to the average share prices over the last month prior
to 5 February 2014; and

represents a premium of respectively 60.6%, 71.3% and 79.4% to the average share
price over the last three, six and twelve months before 5 February 2014.
0104963-0000002 BR:8794591.31
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(B)
Target share prices of equity research analyst
Prior to the Announcement Date, one equity research analyst covered the Target and
periodically published a note or report, including a target price for the Shares.
As shown in the Table 3 below, the target price set by the equity research analyst was EUR
9.5 per Share on 22 November 2013, which was the latest publication prior to the
announcement of the Bid. The consideration offered for the Shares in the Takeover Bid
reflects a premium of 48.8% to the target price set by the research analyst.
Table 3: Overview equity research analyst recommendations and target prices
Equity research house
Last update
Recommendation
Target Price (EUR)
KBC Securities
22 November 2013
Hold
9.5
Average
9.5
Bid Price premium/(discount) to median target price
Source:
48.8%
Equity analyst reports, Bloomberg and ThomsonOne
Table 4 gives an overview of (i) the key financials for the Target based on actuals or views
of the equity research analyst covering the Target on Sales, EBITDA and EBIT figures for
2012, 2013, 2014 and 2015, (ii) the most recently available information on the financial debt
position of the Target used to deduct from the enterprise value to determine the equity value
of the Target and (iii) the total number of diluted outstanding shares used to determine the
value per share.
Table 4 : Key valuation items for the Target in view of trading multiples method
Forecasted Sales, EBITDA and EBIT for the Target based on equity research analyst view (1)
2012A
2013A
2014E
2015E
Sales
49.1
51.7
54.6
58.6
EBITDA
10.4
11.8
12.0
13.1
5.8
7.1
7.7
8.4
EBIT
Financial debt position for the Target based on reported financials (2)
31/12/2013
Net financial debt
Short & long term financial debt
Cash & cash equivalents
Provisions
Financial instruments
Total enterprise value adjustments (3)
(14,583)
Book value
4,025
Book value
(18,608)
Book value
184
Book value
-
Book value
(14,399)
Number of diluted outstanding shares (thousands of shares)
Outstanding shares as of 16 December 2013
8,109
Impact of Warrants (4)
36
Number of diluted outstanding shares
Source:
Notes:
8,145
CapitalIQ equity research analyst data with regard to selected financial data for the Target (17 March 2014),
Target annual results FY 2013 and overview of outstanding Warrants.
All amounts in EUR millions, except for outstanding shares expressed in thousands.
(1) Only one single analyst covers the Company and hence the financials are the view of this single analyst.
(2) The latest reported figures dated 31 December 2013 are used for each EV adjustment.
(3) Enterprise value of the Target has not been adjusted for the deferred tax assets and tax liabilities.
(4) To derive the equity value per share the fully diluted number of shares has been determined based on the
treasury stock method assuming dilution resulting from the exercise of all in-the-money outstanding Warrants, less
the number of shares bought at the Bid Price with the proceeds received from the exercise of these Warrants
0104963-0000002 BR:8794591.31
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(C)
Discounted cash flow method
Discounted cash flow analysis (“DCF”) aims at determining the enterprise value of a
company by the discounting of its future free cash flows. The equity value is obtained by
deducting from the enterprise value the company’s total enterprise value adjustments in an
amount of EUR -14.4m (net financial debt and provisions as described in table 4 above).
Amongst the various valuation methods, the Bidder considers the DCF as the most relevant
method.
The estimated free cash flows of the Target used in the DCF are based on the stand-alone
business plan over the period 2014-2016 for the Target based on management discussions
with the Pre-Transaction Sellers with regard to the future performance of the Target in
relation to key profit & loss parameters and assessments by the Bidder in relation to working
capital and capex requirements.
The key parameters of this business plan for the Target, with forecasting period until 2016,
include:

an average sales increase of approximately 3.5% per year;

a gradual EBITDA margin improvement at the end of the forecasting period
generated by a combination of increased sales volume and efficiency improvements;
and

depreciations & amortizations range between 7.9% and 8.3% of sales (versus 8.1%
in 2013) and capital expenditure are forecasted at 8.8% of sales for the Target (in
line with historic capital expenditures as percentage of sales).
When comparing the business plan used by the Bidder with the forecasts of the KBC
analyst, as described in table 3, it is noted that the assumptions made by the Bidder, lead to a
higher operational cash flow over the forecast period as a result of the higher EBITDA
margins in the business plan compared to the ones anticipated by the KBC analyst, partially
offset by lower sales growth expectations in the business plan.
The terminal value is calculated by applying the Gordon and Shapiro method to a normative
free cash flow based on the following assumptions:

a normalised EBITDA margin in line with profitability and the average EBITDA
margins projected between 2013 and 2016 and an effective tax rate going forward of
34.0%;

depreciations and amortizations stable at 7.9% of sales and capex at 8.4% of sales;
and

long term perpetual growth ranging between 1.5% - 2.0%.
The free cash flows and the terminal value are discounted to 1 January 2014 using a discount
rate ranging between 9.5% – 10.0%. The assumptions adopted in determining the discount
rate are based on the cost of equity as the Target reported net cash over the last two
accounting years:

an unlevered beta of 1.2 consistent with the betas published by equity analysts for
the Target and the peer group companies;
0104963-0000002 BR:8794591.31
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
a risk-free rate of 2.45% (average over last month prior to 20 February 2014)
representing the yield on current 10 year Belgian government bonds; and

a market risk premium 6.1%1.
Based on these assumptions, the discounted cash flows valuation gives an enterprise value
between EUR 86.7m and EUR 95.8m (of which approximately 77% consists in the value
resulting from the cash flows realised after the forecasting period of the business plan over
the period 2014-2016), an implied equity value between EUR 101.1m and EUR 110.2m
equal to a share price value between EUR 12.4 and EUR 13.5 (see Table 5), based on a
sensitivity analysis on the key parameters. The Bid Price per Share of EUR 14.14 represents
a 14% premium to the lower end and a premium of 5% to the upper end of the DCF
valuation range.
Table 5 : Sensitivities on the DCF valuation method
LT
Enterprise value (kEUR)
Equity value (kEUR) (1)
Equity value per Share (EUR) (1)
Cost Of Capital
Cost Of Capital
Cost Of Capital
9.50%
9.75%
10.0%
9.50%
9.75%
10.00%
9.50%
9.75%
10.00%
1.50%
91,992
89,270
86,706
106,392
103,670
101,106
13.1
12.7
12.4
1.75%
93,837
90,977
88,290
108,237
105,377
102,690
13.3
12.9
12.6
2.00%
95,804
92,794
89,972
110,204
107,194
104,372
13.5
13.2
12.8
growth
Note
(1): Please refer to Table 4 with regard to enterprise value adjustments to derive the equity value and the number
of diluted outstanding shares to derive the equity value per Share.
(D)
Premiums observed in Belgian public takeover bids
The table below provides an overview of the premiums that were offered in a selected
number of public takeover offers on Belgian companies listed on NYSE Euronext Brussels
since 2007. The median bid premiums range between 22%-24% (and between 30%-37% for
the average), while the Bid Price offered by WABCO for the outstanding Transics Shares
results in bid premiums ranging between 41%-61% depending on the time horizon.
Table 6 : Bid premiums observed in selected Belgian public takeover bids since 2007
1
Date
Bidder
Target
19-03-07
05-05-07
02-08-07
27-06-07
26-10-07
29-10-07
20-12-07
26-02-08
27-03-08
25-04-08
23-05-08
09-09-08
27-03-09
23-06-09
14-12-09
22-12-09
03-05-10
22-06-10
03-08-10
03-03-11
02-09-11
Agridec
Arinso International
Artwork Systems Group
Cumerio
Immo-North Plaza
Brantano
Dolmen
ICOS Vision Systems Corp
Air Energy
Innogenetics
Distrigaz
Accentis
Mitiska
Metris
Zemblaz (Porthus)
Deficom
Punch Telematix
EPIQ
Movetis
CNP
Omega Pharma
FIB Properties
Northgate IS Plc
Esko Graphics
Norddeutsche Affinerie
Banimmo
Macintosh Retail Group
Real Software
KLA-Tencor
Eneco
Solvay
Eni
Punch International
Boston
Nikon Corporation
Dexxcartes
Franklin
Trimble Navigation Ltd
ELEX
Shire
Fingen
CouckInvest
Premium to share price
Three
One month
1 day prior
months
average
average
24%
26%
25%
22%
23%
31%
4%
3%
6%
29%
26%
30%
17%
19%
14%
29%
31%
30%
39%
45%
41%
64%
54%
35%
75%
85%
92%
74%
56%
50%
8%
11%
15%
0%
2%
-5%
13%
18%
14%
107%
148%
267%
20%
23%
24%
31%
22%
18%
2%
-12%
13%
22%
34%
34%
74%
108%
86%
22%
19%
24%
13%
10%
7%
Market Risk Premium and Risk Free Rate used for 51 countries in 2013, IESE business school, University of Navarra, June 26, 2013.
0104963-0000002 BR:8794591.31
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20-04-12
30-08-12
17-09-12
19-09-12
21-09-12
12-10-12
05-02-13
08-11-13
Average
Median
Transics
VPK Packaging
Iris
Telenet
Devgen
Duvel
Rosier
Henex
Tavares
Packaging Investments
Canon
Liberty Global
Syngenta
Fibemi / Hopinvest
Borealis
UFB
Bid premium (vs closing price 5 February2014)
10%
17%
52%
12%
70%
9%
-2%
26%
30%
22%
7%
18%
53%
15%
70%
13%
-2%
25%
33%
23%
12%
16%
55%
4%
94%
19%
1%
26%
37%
24%
41.4%
46.8%
60.6%
Source: Bloomberg, public offer prospectus of related bids.
(E)
Methods considered less relevant by the Bidder as valuation framework
The valuation methods described in this section, although generally accepted as valuation
methods, are considered by the Bidder to be less relevant in the valuation framework for the
Target.
Trading multiples and comparable listed companies
Trading multiples are determined on the basis of financial data, consensus financial
projections prepared by the equity research analysts and share price of a set of comparable
listed companies.
The Bidder has tried to establish a peer group of listed companies. However it should be
noted that it is very difficult to define a relevant peer as all listed companies differ
significantly from the Target, either on their type of activities, business size and
geographical scope as well as their future outlook and underlying profitability. Furthermore
several stock listed competitors of the Target are no longer followed by equity analysts
(including Digicore Holdings limited, IVU Traffic Technologies and Webtech Wireless),
making it not meaningful to include them in a trading multiple analysis.
As the Target is one of the leading telematics players in the transport industry, the Bidder
has used a peer group of companies mainly active in the business to business segment of
fleet management systems, including fleet telematics, toll collection systems, fare collection
systems, CCTV systems, etc. Concerning PND (personal navigation devices) manufacturers
such as TomTom and Garmin, the Bidder believes that this commoditised and consumeroriented industry cannot be compared with Transics’ B-to-B operations, which are based on
high-end information technology solutions with strong after-sales support.
Below, a short description is given of the peer group companies (in alphabetical order):

BSM Technologies Inc. is a Canadian company active, through its subsidiary, BSM
Wireless, in the development and manufacturing of fleet management, fleet
diagnostics, and automated vehicle security systems worldwide. The company
provides solutions for commercial, government and law enforcement organizations
that manages and operates large fleets and sells its customers the hardware,
installation services, and the software on ‘software as a service’ model. The
company operates mainly in Canada and the United States (95%). In 2013 (YE 30
September 2013), BSM Technologies Inc. reported sales of CAD 19.2m (EUR
12.7m). BSM Technologies Inc. was listed on the TSX Venture stock exchange on 6
March 2006.

Fleetmatics Group Plc is an Irish company that provides software as a service for
fleet management solutions targeting small and medium-sized businesses
0104963-0000002 BR:8794591.31
43
worldwide. It offers Web-based and mobile application solutions that provide fleet
operators with visibility into vehicle location, fuel usage, speed and mileage, and
other insights into their mobile workforce under the FleetMatics or SageQuest
names. Fleetmatics is mainly active in the United States (87%) and the United
Kingdom (7%), however the company recently entered the Dutch market with Fleet
telematics solutions. In 2013, Fleetmatics reported sales of USD 177.4m (EUR
128.8m). Fleetmatics was listed on the NYSE stock exchange on 5 October 2012.

Init Innovation in Traffic Systems AG (Init) is a German holding company engaged
in the provision of telematics and electronic fare collection systems for public
transportation. It develops, produces, installs and maintains integrated hardware and
software solutions for various key tasks required within transport companies. It
operates two business segments, including Telematics and Electronic Fare
Collection Systems and Other. The Telematics and Electronic Fare Collection
Systems cover integrated systems for controlling personnel transport, fare collection
systems, passenger information systems and passenger counting systems. The Other
segment encompasses planning systems (planning and data management systems)
and automotive (analysis systems for the car industry). It diversifies its operations
into four main geographical regions: Germany (22%), rest of Europe (predominantly
Sweden, the United Kingdom and Norway) (14%), North America (48%) and other
countries (Australia, United Arab Emirates) (15%). In 2013 Init reported sales of
EUR 100.1m.

Kapsch TrafficCom AG is an Austrian company engaged in the manufacturing and
supply of electronic toll collection systems, which offers technical and commercial
operation of these systems. It operates worldwide through its subsidiaries in three
business segments: (i) Road Solution Projects, (ii) Services, System Extensions,
Components Sales and (iii) Others. The company's product portfolio includes
amongst others traffic safety and information systems; toll collection solutions;
vehicle detection, classification and recognition systems; urban traffic solutions,
such as city planners to reduce congestion and traffic volume; toll systems for
trucks; traffic telematic installations, and parking solutions. Kapsch Trafficom is
active globally through subsidiaries with a geographic revenue breakdown of 66.3%
in Central and Eastern Europe, 13% in Western Europe, 8.7% in Americas and
12.1% other. In 2013 (YE 31 March 2013), Kapsch TrafficCom reported sales of
EUR 489.2m.
Table 7 gives an overview on the key financial figures of the peer group based on equity
research analysts’ consensus. It should be noted that, as stated above, the peer companies are
not really comparable as:

the size of most of the comparable companies is larger (in comparison to the Target)
in relation to market capitalisation, sales and enterprise value; and

the peer companies have a stronger growth profile, as compared to the Target
reflected by their higher forecasted average sales, EBITDA and EBIT 13-15 growth.
The Bidder believes that with respect to their activities BSM and Fleetmatics are the best
comparable companies . However from a financial standpoint (growth and European listing
venue) Init Innovations in Traffic might be a better comparable for the benefit of analysing
trading multiples.
0104963-0000002 BR:8794591.31
44
Table 7 : Peer Group – Overview of key financials for the selected peer group
Name
Market
cap (1)
Enterprise
value (2)
Sales
2013
all in EURm
BSM Technologies Inc. (5) (6)
Sales
CAGR %
13-15 (7)
EBITDA
2013A
(%) (3)
EBITDA
CAGR %
13-15 (7)
EBIT
2013 (%)
(4)
EBIT
CAGR %
13-15 (7)
71
69
15
20.5%
16.0%
54.1%
11.7%
66.0%
Fleetmatics Group PLC
964
882
129
26.2%
25.5%
34.4%
16.7%
40.4%
Init Innovation in Traffic
227
213
100
14.5%
20.3%
17.8%
17.2%
19.2%
Kapsch TrafficCom (5)
490
584
479
-1.1%
8.2%
30.1%
4.3%
55.3%
Average
438
437
181
15.0%
17.5%
34.1%
12.5%
45.2%
Median
359
398
114
17.5%
18.1%
32.3%
14.2%
47.8%
Target
114
99
52
6.5%
22.8%
5.5%
13.7%
8.9%
Source:
Notes:
CapitalIQ (17 March 2014), Target FY2013 figures and equity research analyst reports.
All amounts in EUR million.
(1) Market capitalisation based on share prices as of 17 March 2014.
(2) Enterprise value = Market capitalisation increased with net financial debt position.
(3) EBITDA = Earnings before Interest & Taxes, Depreciations and Amortizations.
(4) EBIT = Earnings before Interest & Taxes.
(5) Calendarization financial figures BSM Technologies and KapschTrafficCom YE December.
(6) BSM Technologies CAGR% have been derived based on growth up to fiscal year end September 2015.
(7) Consensus estimates based on the recent views (i.e. within 120 days) of 5, 8, 2 and 5 equity analysts for BSM,
Fleetmatics, Init and Kapsch respectively
Table 8 below gives an overview of the multiples of the peer group. As indicated above the
financials of the peer group are significantly different from the Target especially with
regards to growth prospects. EBIT(DA) margins show a broad bandwidth amongst the peer
companies. Due to these differences, it is not relevant to apply the median or average
multiples on the Target.
Therefore the Bidder has performed a regression analysis based on the Sales, respectively
EBITDA and EBIT growth. Since growth is the main driver for valuation, the Bidder has
performed a linear regression analysis between such growth and the multiples. This allows to
correct the multiple for the difference in growth profile of the peer and the Target and to
derive a multiple which can be applied to the Target’s financials. The statistic relevance of
the regression analysis is expressed in the R² value. The closer this value is to 1, the more
statistically relevant the regression analysis is. Since the number of samples for 2015 is even
more limited, no regression has been performed on 2015 multiples.
Table 8 : Peer Group – Overview of trading multiples(1) and premiums/discounts of the Bid Price
Name
2013
4.6x
EV/Sales (1)
2014
3.7x
BSM technologies
Fleetmatics Group
PLC
6.8x
5.4x
Init Innovation in
Traffic
2.1x
1.9x
Kapsch TrafficCom
1.2x
1.1x
Average
3.7x
3.0x
Median
3.4x
2.8x
Target
1.9x
1.8x
Implied valuation based on regression analysis
Implied multiple
2.0x
1.7x
R² (4)
0.82
0.83
Implied enterprise
105.7
95.0
(2)
value (EURm)
Implied equity value
120.1
109.4
(EURm) (3)
Implied Share price
14.7
13.4
(EUR)
Bid Price
(4.1%)
5.7%
premium/(discount)
Source:
Note:
EV/ EBITDA (1)
2014
2015
16.7x
N.A.
2013
39.7x
2013
28.9x
4.3x
26.9x
19.9x
14.9x
41.0x
29.1x
20.8x
1.6x
1.2x
2.4x
1.6x
1.7x
10.5x
14.9x
20.3x
20.9x
9.6x
8.8x
9.5x
13.7x
13.1x
8.2x
7.6x
8.8x
10.4x
8.8x
7.6x
12.4x
28.1x
30.3x
33.9x
17.1x
10.2x
13.6x
18.9x
18.2x
13.0x
8.8x
11.6x
13.7x
11.6x
11.8x
-
5.3x
0.77
7.0x
0.41
-
13.0x
0.53
12.9x
0.15
-
-
62.9
84.7
-
92.1
98.9
-
-
77.3
99.1
-
106.5
113.3
-
-
9.5
12.2
-
13.1
13.9
-
-
49.0%
16.2%
-
8.1%
1.6%
-
CapitalIQ, equity research analyst report, Target FY 2013, results press release.
(1) Multiples for the peer group and the Target based on share prices as of 17 March 2014.
0104963-0000002 BR:8794591.31
EV/EBIT (1)
2014
2015
22.8x
N.A.
2015
N.A.
45
(2) Implied enterprise value based on median multiples. Multiples have been applied on the Target’s financials as
depicted in table 4.
(3) The equity value is obtained by deducting from the enterprise value the company’s total enterprise value
adjustments in an amount of EUR -14.4m (net financial debt and provisions as described in table 4 above).
(4) The statistic relevance of the regression analysis is expressed in the R² value. The closer this value is to 1, the
more statistically relevant the regression analysis is. The Bidder considers an R²value of less than 0.5 less relevant.
Since the number of samples for 2015 is even more limited, no regression has been performed on 2015 multiples.
As shown in the table above the regression analysis shows:
1.
On EV/Sales 2013 compared to 2013 -2015 sales growth. Such a regression shows a
strong correlation with a R² value of 0.82 and results in an implied EV/Sales 2013
multiple for the company of 2.0x. This results in an implied share price of EUR
14.7. On EV/Sales 2014 compared to 2013-2015 sales growth. Such a regression
also shows a strong correlation with a R² value of 0.83 and results in an implied
EV/Sales 2014 multiple for the company of 1.7x. This results in an implied share
price of EUR 13.4. Whereby, it should be noted that such regression on the implied
EV/Sales multiples does not take into account differences in underlying profitability
between different companies.
2.
In order to take into account, differences in profitability, a regression on
EV/EBITDAx versus EBITDA growth has been performed on EV/EBITDA 2013
compared to 2013-2015 EBITDA growth. Such a regression shows a correlation
with a R² value of 0.77 and results in an implied EV/EBITDA 2013 multiple for the
company of 5.3x. This results in an implied share price of EUR 9.5. On
EV/EBITDA 2014 compared to 2013-2015 EBITDA growth. Such a regression
shows a lower correlation with a R² value of 0.41 and is therefore not relevant.
3.
As above in order to take into account, differences in profitability at EBIT level, a
regression on EV/EBITx versus EBIT growth has been performed on EV/EBIT
2013 compared to 2013 -2015 EBIT growth. Such a regression shows a correlation
with a R² value of 0.53 and results in an implied EV/EBIT 2013 multiple for the
company of 13.0x. This results in an implied share price of EUR 13.1. Regression
versus EV/EBIT 2014 is not relevant with a significantly lower R² value of 0.15.
Transaction multiples
This analysis consists in comparing the Bid Price per Share with the implicit price of the
Share derived from the use of average multiples observed in a representative sample of
M&A transactions, which were realised in the telematics sector.
It should be noted that for several comparable transactions, no multiples are available as the
transaction value is not disclosed, or there is no information on the target’s financials and
hence these transactions cannot be used in the analysis.
The Bidder would furthermore like to note that (i) the acquisition price is sometimes less
transparent in terms of underlying financials of the target or the exact deal structure, (ii) the
analysis of the multiples of precedent transactions should take into account general market
conditions prevailing at the time of such transactions or company specific conditions, (iii)
the prices offered for each transaction also depend on other transaction dynamics (e.g.
representations and warranties, pre-transaction level of valuation of each company at the
time of the transaction), (iv) the relevance of this analysis is limited by the small number of
transactions, and (v) the transaction multiples in a technology related sector can be widely
influenced by the maturity of the target company’s technology/product portfolio.
0104963-0000002 BR:8794591.31
46
The target companies are:

Abax AS
ABAX AS designs and manufactures electronic trip logs that continuously and
automatically write the triplog for the vehicle users. It also provides Fleet Control, a
logistics tool for optimizing and rationalizing a company’s fleet management
system; Equipment Control, which provides an instant overview of trailers, lifts,
compressors, and dryers; and Assistance, a warning system that provides the user
with the ability to summon immediate help if an appropriate situation arises. The
company's Assistance systems are developed for shops and service institutions. In
addition, it offers Transit Truck Monitoring products that are used by customs
authorities to safeguard transit transport and to prevent smuggling. The company
sells its products mainly in Norway and is the Scandinavian market leader in the
electronic trip log maker. Additionally the company exports its products to Europe
South-Africa and the Middle East. In FY2011 Abax reported revenues of EUR
16.5m with an EBITDA and EBIT of EUR 2.9m and EUR 1.4m, respectively. The
transaction valued the company at EUR 53.6m.

CarrierWeb
CarrierWeb develops and markets high-end transport management solutions.
Originally set up in the Netherlands in 2002, the company has been growing very
quickly, building up a solid customer base in Europe. Based in Atlanta, its activities
in the USA and China were initiated in 2004 and 2005, and in April 2005
CarrierWeb acquired Brazilian-based Globaltrac Soluções e Tecnologias Ltda, a
distinctive web-based security solutions provider. Currently over 20,000 vehicles
around the world have been equipped with a CarrierWeb system. The European
activities of CarrierWeb were acquired by the Target in June 2011. At the time of
the transaction, CarrierWeb reported revenues of EUR 6.4m.

Trafficmaster Plc
Trafficmaster Plc is a UK based expert in intelligent driving services, providing high
quality satellite navigation, traffic data, fleet management and vehicle tracking.
Founded in 1988, Trafficmaster is an established technology company, focusing on
satellite navigation and digital traffic information. The company has recently been
acquired by Danaher Corporation for an undisclosed consideration. In FY2009,
Trafficmaster reported revenues of EUR 64.8m with an EBITDA and EBIT of EUR
12.6m and EUR 6.0m, respectively.

Punch Telematix NV
Punch Telematix NV is a Belgium-based company engaged in the development and
marketing of transport management solutions. These solutions include onboard
computers, track and trace systems, wireless communication services, hosting
services and Web-based back-office applications. Punch Telematix supplies its
products to small and large companies in the truck and transport sector. The
Company is active in Belgium, the Netherlands, France, Germany, Poland and
Spain. At the time of the transaction the company reported revenues of EUR 16.1m
with an EBITDA of EUR 1.4m and a negative EBIT.
0104963-0000002 BR:8794591.31
47

Octo Telematics SpA
Octo Telematics SpA specializes in the provision of telematics services and systems
for the insurance and automotive market. Founded in Rome, Italy, in 2002, Octo
Telematics has more than a million subscribers, with subsidiaries and partners in
Europe, USA, South America, and Asia. In 2009, Octo Telematics had revenues of
EUR 47.9m. The company has recently been acquired by the Russian Renova group,
however no transaction multiples have been made publically available.

Cybit Holdings Plc
Cybit Holdings Plc is a UK based provider of telematics services for enterprises
requiring strategic management information relating to land and sea based mobile
assets. The Company delivers a range of wireless solutions for the management and
monitoring of remote assets. The System uses the global system for mobile
communications (GSM) and the global positioning system (GPS) technology. It
serves three markets: vehicle telematics sector, maritime solutions and positioning
solutions. Vehicle telematics solutions include in-vehicle technologies, workflow
management, internet-based monitoring and reporting software. Maritime solutions
provide software services to the maritime market. Cybit positioning solutions (CPS)
provides asset tracking and security solutions for both maritime and land-based
applications, including exploration and mining. At the time of the transaction, Cybit
Holdings’ revenues totalled EUR 12.9m with an EBITDA of EUR 1.8m and an
EBIT of EUR 0.5m. The company was valued at EUR 22.3m.
Table 9 : Comparable transaction multiples and premiums/discounts of the Bid Price
Enterprise
Date
Bidder
Target
Value (EURm)
jul/12
Norvestor VI, L.P.
Abax AS
jun/11
Transics International
Activities)
jun/10
Vector Capital
Trafficmaster Plc
apr/10
Trimble Navigation
Punch Telematix NV
apr/10
Amadeus Capital
(60% Stake)
dec/09
Francisco Partners LP
Cybit Holdings Plc
EV/Sales
EV/EBITDA
EV/EBIT
53.6
3.25x
18.8x
38.0x
6.5
1.02x
4.8x
5.0x
97.4
1.50x
7.7x
16.2x
13.2
0.81x
9.5x
n.m.
160.0
3.34x
4.9x
10.0x
22.3
0.80x
3.7x
5.2x
Average
1.8x
8.2x
14.9x
Median
1.3x
6.3x
10.0x
CarrierWeb (European
Octo Telematics SpA
Implied enterprise value (EURm) (on average) (1)
89.8
87.6
96.9
Implied equity value (EURm)(2)
99.1
96.8
106.1
12.2
11.9
13.0
18.9%
8.5%
Implied share price (EUR)
Bid price premium / (discount)
Source:
Note:
16.3%
Equity research analyst reports and notes, press releases on the transactions, specific M&A databases such as
Mergermarket.
(1) Multiples have been applied on the Target’s last twelve months dated 30 June 2012 to 30 June 2013 financials,
publicly available at the date of announcement of the Bid (EUR 50.3m sales, EUR 10.6m EBITDA and EUR 6.5m
EBIT), as acquisition multiples are calculated on the most recent publicly available financials prior to the
transaction for the target company.
(2) The equity value is obtained by deducting from the enterprise value the company’s total enterprise value
adjustments at 30 June 2013 (i.e. the latest publicly available figures at the date of announcement of the Bid)in an
amount of EUR -9.2m (net financial debt, provisions and financial instruments).
0104963-0000002 BR:8794591.31
48
As shown in the Table 9, the transaction multiples result in an implied share price range for
the Target between EUR 11.9 and EUR 13.0 per share with the bid price representing a
premium of respectively 16.3%, 18.9% and 8.5% based on the median EV/Sales,
EV/EBITDA and EV/EBIT multiple of the sample of comparable transactions. The wide
disparity in the observed transaction multiples are the result of the aforementioned remarks
in using transaction multiples as a valuation method, which makes it a less relevant valuation
benchmark for the Bid Price.
Shareholders Equity Value
The shareholders equity represents the contributions made by shareholders and accumulated
past results. As a result the shareholder’s equity is a yardstick for the past performance of the
company and provides a book equity value based on assets and liabilities’ historical values,
but does not take into account the future expected performance of the Target. As of 31
December 2013, consolidated book shareholders equity amounted to EUR 61.8m or
amounted to EUR 7.6 per share.
The Bid Price represents a premium of 86% over the Target’s consolidated Shareholders
Equity.
(iii)
Conclusion
In order to provide investors with a valuation framework, the Bidder has performed several
analyses, a summary of which can be found hereunder:
1.
Historical price performance of the Target’s shares: The share price is generally
considered to be a relevant valuation reference. The Bid Price represents a premium
of 41.4% over the last auction price per 5 February 2014 and represents a premium
of 46.8%, 60.6%, 71.3% and 79.4% to the average share price over the last month
and over the last three, six and twelve months
2.
Target share prices of the equity research analyst: One analyst covers the target
company and has reported a target price of EUR 9.5. The Bid Price reflects a
premium of 48.8% over that target price.
3.
Discounted Cash Flow method (“DCF”): The DCF has been applied on the
projections of future sales, profitability and capex requirements of the Target for the
period 2014-2016, as prepared by the Bidder based on its management discussions
with the pre-Transaction Sellers on future performance as well as the Bidder’s
assessment on selected parameters such as working capital and capex. In view of
valuation parameters, a discount rate ranging between 9.5%-10.0% and a long term
growth rate ranging between 1.5%-2.0% was used. Based on these assumptions, the
DCF results in a share price value between EUR 12.41 and EUR 13.53. The Bid
Price represents a 14% premium to the lower end and a 5% premium to the upper
end of the valuation range.
4.
Average bid premiums in selected public takeover bids in Belgium since 2007
represented a premium of respectively 30%, 33% and 37% against the average share
price respectively one day, one month and three months before the announcement.
The Bid Price represents a premium of 41.4%, 46.8% and 60.6% against the average
share price respectively one day, one month and three months before 5 February
2014, the last trading date prior to the announcement of the Bid.
0104963-0000002 BR:8794591.31
49
5.
Methods considered less relevant by the Bidder as valuation framework: The Bidder
considers the trading multiples analysis, the transaction multiples analysis and the
shareholder equity value method to be less relevant in the valuation framework for
the Target, although these methods are generally accepted as valuation methods. The
outcome of these methods has been included in table 10 below.
The below table 10 summarises the implied share price resulting from the different valuation
methods.
Table 10 : Summary
Valuation method
Historical price performance Target shares
Target share prices equity research analyst
Discounted Cash Flow method (“DCF”)
Valuation methods considered less relevant
Trading multiples (regression)
Transaction multiples
Shareholders Equity value
(b)
Implied
share
price low
Implied
share
price high
7.9
10.0
9.5
12.4
13.5
9.5
11.9
14.7
13.0
7.6
Implied
Implied
equity
equity
value low value high
(EURm)
(EURm)
64.2
81.4
77.4
101.0
109.7
77.3
96.8
120.1
106.1
61.8
Bid
premium
low
Bid
premium
high
79.4%
41.4%
48.8%
14.0%
5.0%
49.0%
18.9%
-4.1%
8.5%
86.2%
Warrants
The Bidder offers EUR 8.76 in cash per Warrant.
The Bidder has calculated the Bid Price of the outstanding Warrants by using the standard market
model for the valuation of options (i.e. Black & Scholes model). The model uses the following
formula:
Option/Warrant Value = [EXP((0-Div)xT))xPxN(d1)] – [S x (EXP((0-RF)xT))xN(d2)]
Whereby:
Div: annualized Dividend Yield;
T: time to expiry (in years);
P: current Share price (i.e. the Bid price);
S: strike price of the Option;
RF: risk Free interest for the period to expiry;
N(d1): normal distribution of d1; whereby
d1 = [ln (P/S)+((RF-Div)+((V^2)/2))xT] / [V x (T^0.5)]; whereby
V: volatility;
N(d2): normal distribution of d2; whereby
d2 = d1 – [V x (T^0.5)].
This model takes into account the current Share price, the exercise price of the Warrant, interest
rates, dividends, the exercise period of the Warrant and the expected future volatility of the
underlying Share. The consideration offered of EUR 14.14 per Share has been used as the current
Share price in the valuation of the Warrants. Each current outstanding Warrant represents a possible
0104963-0000002 BR:8794591.31
50
conversion into one (1) Share. The Bid Price per Warrant represents both the intrinsic value and the
time value against the Bid consideration.
The included interest rates are the risk free interest rates on the Belgian OLO benchmark yield curve
at 13 February 2014 corresponding to the remaining term of the Warrants. Furthermore, in the
valuation of the Warrants, it has been taken into account that Transics has never declared any
dividend. Another key parameter in estimating the time value of a Warrant is the volatility. The
volatility reflects the price fluctuation of a share within a period of time. As no liquid option market
exists for the Shares, the volatility was derived from the historical volatility. Given the very low
volatility in the stock over the last 18 months, a theoretical volatility of 26% has been applied.
Despite the fact that the Warrants are not listed and might not (yet) be exercisable, no illiquidity
discount has been applied.
The outcome for each class of Warrants based on the Black & Scholes model has been rounded at
the upper eurocent. The Bidder offers the Warrants holders a cash-only consideration which reflects
their estimated market values on 13 February 2014 as follows:
Table 11: Overview outstanding Warrants & exercise price
Allocation date
Expiry date
Number of
Warrants
outstanding
14 July 2009
15 May 2019
61,499
Total
Exercise price per Share
(EUR per Share)
Black & Scholes
(EUR per Warrant)
5.79
61,499
8.76
538,731
Source: Company
It should be noted that the Black & Scholes value of EUR 8.76 per warrant results in a premium of
4.9% versus the intrinsic value of the warrant (EUR 8.35 per warrant).
7.3
Compliance and validity of the Bid
(a)
Management board’s resolutions to proceed with the Takeover Bid
On 12 February 2014, WABCO’s board of managers granted its approval to acquire the controlling
stake in Tavares and launch the follow-on Takeover Bid on the Target. The board of managers of
WABCO is the competent body to decide on such matter in accordance with the articles of
association of WABCO and Belgian law.
(b)
Requirements of article 57 juncto article 3 of the Royal Decree on Takeover Bids
The Takeover Bid complies with the relevant requirements set out in article 57 juncto article 3 of the
Royal Decree on Takeover Bids:

the Takeover Bid relates to all Securities, i.e. all outstanding securities issued by Transics
that carry voting rights or give access to voting rights other than those securities that are
already held by the Bidder or its affiliates;

the unconditional and irrevocable availability of funds required for the payment of the Bid
Price for all Shares and Warrants has been confirmed by ING Belgium NV/SA;

the conditions of the Takeover Bid are in compliance with the applicable laws, in particular
with the Law on Takeover Bids and the Royal Decree on Takeover Bids. The Bidder
considers that these conditions, notably the Bid Price, are such that they will allow the
Bidder to achieve its goal;
0104963-0000002 BR:8794591.31
51
(c)

the Bidder undertakes, as far as it is concerned, to pursue its best efforts to complete
Takeover Bid; and

the Paying Agent Bank will centralise the receipt of Acceptance Forms, either directly or
indirectly, and process payment of the Bid Price.
Statutory Approval
The Takeover Bid is not subject to any statutory approval, other than the approval of this Prospectus
by the FSMA.
7.4
Indicative timetable
Event
(Anticipated) date
Regulatory filing of Takeover Bid with FSMA
28 February 2014
Announcement Date in accordance article 7 of the Royal Decree on
Takeover Bids
3 March 2014
Approval of the Prospectus by FSMA
8 April 2014
Approval of the Memorandum in Reply by FSMA
8 April 2014
Publication of offer announcement (including announcement of
simplified squeeze-out)
9 April 2014
Publication of the Prospectus
9 April 2014
Opening of the Initial Acceptance Period
10 April 2014
Closing of the Initial Acceptance Period
23 April 2014
Opening of simplified squeeze-out period
25 April 2014
Announcement of the results of the Initial Acceptance Period
29 April 2014
Initial Settlement Date
13 May 2014
Closing of the Acceptance Period of the simplified squeeze-out
16 May 2014
Announcement of the results of the simplified squeeze-out
20 May 2014
Settlement Date of the simplified squeeze-out
20 May 2014
7.5
Initial Acceptance Period
(a)
Initial Acceptance Period
The Initial Acceptance Period runs from 10 April 2014 to 23 April 2014 (inclusive) at 4 PM CET.
(b)
Extension of the Initial Acceptance Period
0104963-0000002 BR:8794591.31
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Pursuant to article 31 juncto article 57 of the Royal Decree on Takeover Bids, the Initial Acceptance
Period may be extended by five (5) Business Days. This would be the case if at any time during the
bid period the Bidder (or a person acting in concert with the Bidder) acquires or undertakes to
acquire, other than through the Takeover Bid, Securities at a price higher than the Bid Price. In such
case, the Bid Price will be adjusted so that it will correspond to this higher price and the Initial
Acceptance Period will be extended by five (5) Business Days, after publication of this higher price,
in order to allow all Securities Holders to accept the Takeover Bid at this higher bid price.
7.6
Reopening of the Bid
The Bidder also intends to launch a simplified squeeze-out in accordance with article 513 of the
Companies Code and articles 42 and 43 juncto article 57 of the Royal Decree on Takeover Bids
immediately following the Initial Acceptance Period, in order to acquire the Shares and Warrants (as
the non-transferability provisions applicable to the Warrants will be overruled by operation of law)
not yet acquired by the Bidder, under the same terms and conditions as the Takeover Bid.
The simplified squeeze-out proceedings shall be initiated within three (3) months from the end of the
Initial Acceptance Period, for an additional Acceptance Period of at least 15 Business Days.
Upon completion of the simplified squeeze-out, all Shares and Warrants which have not been
tendered to the simplified squeeze-out will be deemed transferred to the Bidder by operation of law
with consignation of the funds necessary for the payment of their price to the Deposit and
Consignation Office ("Caisse des Dépôts et Consignations/Deposito-en Consignatiekas").
If a simplified squeeze-out bid is made, the Shares shall be automatically delisted from NYSE
Euronext Brussels upon the close in the simplified squeeze-out (for more details see section 7.7 of
the Prospectus).
7.7
Delisting and possible reopening of the Takeover Bid
In accordance with article 7, §4 of the Law of 2 August 2002, NYSE Euronext Brussels may delist
financial instruments if (i) it considers that, due to exceptional circumstances, a normal and regular
market can no longer be maintained for these financial instruments, or (ii) these financial instruments
would fail to comply with the rules of the regulated market, except if such a measure is likely to
significantly harm investors’ interests or to impair the proper functioning of the market. NYSE
Euronext Brussels must inform the FSMA of any proposed delisting. The FSMA may, in
consultation with NYSE Euronext Brussels, oppose the proposed delisting in the interest of investor
protection.
The delisting formalities regarding the Shares will typically entail (i) the filing by the issuer of a
delisting request with NYSE Euronext Brussels stating the grounds for such delisting (usually,
because of low trading volumes and relatively high costs associated with the listing), (ii) the absence
of opposition to such request by NYSE Euronext Brussels and the FSMA, (iii) the determination by
NYSE Euronext Brussels of the effective date of the delisting, and (iv) the publication by NYSE
Euronext Brussels of the date on which the delisting will be effective as well as the conditions for
such delisting and any other relevant information concerning the delisting.
If Transics files (upon direction of the Bidder) a request for delisting within three (3) months
following closing of the Initial Acceptance Period and if, at that moment, the simplified squeeze-out,
as set out in section 7.6, has not yet been launched, the Bidder must reopen the Takeover Bid within
ten (10) Business Days following such filing for a subsequent Acceptance Period of at least five (5)
Business Days and not more than 15 Business Days, in accordance with articles 35,2° juncto article
57 of the Royal Decree on Takeover Bids.
0104963-0000002 BR:8794591.31
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Following a simplified squeeze-out, as set out in section 7.6, the delisting will automatically occur
following the closing of such simplified squeeze-out.
7.8
Sell-out right
If (i) as a result of the Takeover Bid, the Bidder holds at least 95% of the Transics shares (which will
be the case for the Bidder), and (ii) the Bidder does not launch a simplified squeeze-out as set out in
section 7.6 then each Securities Holder may require the Bidder to purchase its Securities, under the
terms and conditions of the Takeover Bid, in accordance with article 44 juncto article 57 of the
Royal Decree on Takeover Bids.
Securities Holders wishing to exercise their sell-out right must submit their request to the Bidder
within three (3) months following the end of the Initial Acceptance Period, by registered letter with
acknowledgement of receipt.
7.9
Acceptance of the Takeover Bid and payment
(a)
Withdrawal of acceptance
Pursuant to article 25, 1° juncto article 57 of the Royal Decree on Takeover Bids, Securities Holders
who have accepted in the framework of the Takeover Bid, may always withdraw their acceptance
during the relevant Acceptance Period.
For the withdrawal of an acceptance to be valid, it must be notified in writing directly to the financial
intermediary with whom the Securities Holder has deposited its Acceptance Form, with reference to
the number of Securities that are being withdrawn. Shareholders holding Shares in registered form
and Warrant Holders will be informed by Transics of the procedure to be followed to withdraw their
acceptance. In the event the Securities Holder notifies its withdrawal to a financial intermediary
other than the Paying Agent Bank, then it will be the obligation and the responsibility of such
financial intermediary to timely notify such withdrawal to the Paying Agent Bank. Such notification
must be made to the Paying Agent Bank at the latest on 23 April 2014, before 4 PM CET (with
respect to the Initial Acceptance Period), or, if applicable, the date further specified in the relevant
notification and/or press release.
(b)
Acceptance Form
(i)
General
Securities Holders can accept the Takeover Bid and sell their Securities by completing and
submitting the Acceptance Form attached hereto in Annex 1 at the latest on the final day of
the Initial Acceptance Period, or as the case may be of the subsequent Acceptance Period of
any reopening of the Bid, duly completed and signed.
The duly completed and executed Acceptance Form can be deposited free of charge directly
with the counters of the Paying Agent Bank.
Securities Holders may also elect to have their acceptance registered either directly, or
indirectly, through another financial intermediary. In such case, they should inquire about
the costs and fees that these organizations might charge and which they will have to bear.
These financial intermediaries shall, as the case may be, comply with the process described
in this Prospectus.
0104963-0000002 BR:8794591.31
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(ii)
(iii)
Additional Practical Instructions

Shareholders holding Shares in dematerialized form (book-entry) will instruct their
financial intermediary to immediately transfer to the Paying Agent Bank the Shares
they hold in their securities account with this financial intermediary. They will do so
by depositing the completed and duly signed Acceptance Form or by otherwise
registering their acceptance with the Paying Agent Bank, either directly, or
indirectly, through other financial intermediaries. Other financial intermediaries
must transfer the thus tendered Shares to the account of the Paying Agent Bank
immediately.

Shareholders holding Shares in registered form will receive from Transics a letter
evidencing the ownership of the number of Shares and describing the procedure to
be followed to deposit their completed and duly signed Acceptance Form.

Warrant Holders will receive from Transics a letter evidencing the ownership of the
number of Warrants (with a mention of the associated potential new Transics shares
and including a copy of the relevant page of the warrant register) and describing the
procedure to be followed to deposit their completed and duly signed Acceptance
Form.
Legal title to the Securities
Securities Holders tendering their Securities represent and warrant that (i) they are the legal
owner of the Securities thus tendered, (ii) they have the power and capacity to accept the
Takeover Bid, and (iii) the thus tendered Securities are free and clear of any pledge, lien or
other encumbrance.
In the event Securities are owned by two or more persons, the Acceptance Form must be
executed jointly by all such persons.
In the event Securities are subject to usufruct ("usufruit/vruchtgebruik"), the Acceptance
Form must be executed jointly by the beneficial owner ("usufruitier/vruchtgebruiker") and
the bare owner ("nupropriétaire/naakte eigenaar").
In the event Securities are pledged, the Acceptance Form must be executed jointly by the
pledgor and the pledgee, with the pledgee explicitly confirming the irrevocable and
unconditional release of the relevant Securities from the pledge. In the event the Securities
are encumbered in any other manner or are subject to any other claim or interest, all
beneficiaries of such encumbrance, claim or interest must jointly execute the Acceptance
Form and all such beneficiaries must irrevocably and unconditionally waive any and all such
encumbrance, claim or interest relating to such Securities.
(c)
Announcement of the results of the Bid
In accordance with articles 32 juncto article 57 of the Royal Decree on Takeover Bids, the Bidder
will announce within five (5) Business Days following the end of the Initial Acceptance Period the
results of the Initial Acceptance Period as well as the number of Transics Securities the Bidder holds
following the Initial Acceptance Period. Such announcement will be made via a press release that
will be published on the website of the Paying Agent Bank (www.ing.be) and on the website of the
Target (www.transics.com).
If the Takeover Bid is reopened as described in section 7.7, the Bidder will announce, within five (5)
Business Days from the end of the subsequent Acceptance Period, the results of the relevant
0104963-0000002 BR:8794591.31
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reopening, as well as the number of Transics Securities the Bidder holds following the relevant
reopening. Such announcement will be made via a press release that will also be published on the
website of the Paying Agent Bank (www.ing.be) and on the website of the Target
(www.transics.com).
(d)
Date and method of payment
If the Takeover Bid is successful, the Bidder shall pay the Bid Price to the Securities Holders who
have validly tendered their Securities during the Initial Acceptance Period, within ten (10) Business
Days following the publication of the results of the Initial Acceptance Period.
If there are subsequent Acceptance Periods due to any reopening(s) of the Bid, as described in
section 7.6 and 7.7, the Bidder shall pay the Bid Price within ten (10) Business Days following the
announcement of the results of such subsequent Acceptance Periods.
Payment of the Bid Price to the Securities Holders who have duly accepted the Takeover Bid will be
made free of any condition or restriction, by wire transfer to the bank account specified by such
Securities Holder in its Acceptance Form.
The Bidder shall bear the tax on stock exchange transactions owed by the Securities Holders (see
section 8.2 for more details). The Paying Agent Bank will not charge the Securities Holders any
commission, fee or any other cost for the purpose of the Bid. Securities Holders who register their
acceptance with a financial institution other than the Paying Agent Bank should inquire about
additional costs that may be charged by such institutions and will be liable for any additional costs
that may be charged by such institutions.
The risk associated with and the title to the Securities that were validly tendered during the Initial
Acceptance Period or any subsequent Acceptance Period will pass to the Bidder on the Initial
Settlement Date or the relevant subsequent Settlement Date at the time when payment of the Bid
Price is made by the Paying Agent Bank on behalf of the Bidder (ie the time when the Bidder’s
account is debited for these purposes).
(e)
Counter-bid and higher bid
In the event of a counter-bid and/or higher bid (which price shall be at least 5% above the Bid Price)
in accordance with articles 37 to 41 juncto article 57 of the Royal Decree on Takeover Bids, the
Initial Acceptance Period will be extended until the expiry of the acceptance period of that counterbid (unless the Bidder elects to withdraw the Takeover Bid). In the event of a valid and more
favourable counter-bid and/or higher bid, all Securities Holders who had already tendered their
Securities under the Takeover Bid are entitled to use their withdrawal right in accordance with article
25 juncto article 57 of the Royal Decree on Takeover Bids and the procedure described under
section 7.9.
Should the Bidder offer a higher bid in response to the counter-bid, all Securities Holders who have
accepted the Takeover Bid will benefit from this increased price.
7.10
Other aspects of the Bid
(a)
Representatives of the Target's employees
The representatives of the Target's employees have taken a position in accordance with article 44 of
the Law on Takeover Bids. This position is attached to the present Prospectus as Annex 4.
0104963-0000002 BR:8794591.31
56
(b)
Financing of the Takeover Bid
(i)
Availability of the necessary funds
As required by article 3 of the Royal Decree on Takeover Bids, the funds required for the
payment of all Securities under the Takeover Bid are irrevocably and unconditionally
available under the confirmation letter of ING Belgium NV/SA dated 28 February 2014.
(ii)
Details of financing
The financing of the Takeover Bid will exclusively take place with existing funds available
to the Bidder. As a result, the financing put in place for the Takeover Bid will not have an
impact on the assets and liabilities, results or activities of the Target. The impact of the
Takeover Bid on the assets and liabilities and profit and loss account of the Bidder is
estimated to be limited.
8.
BELGIAN TAX TREATMENT OF THE BID
This section summarises certain tax considerations applicable at the date of the Prospectus, under the
laws of Belgium, to the transfer of the Securities in the Bid and does not purport to be a
comprehensive description of all tax considerations that may be relevant to a decision to tender the
Securities in the Bid. It does not address specific rules, such as Belgian federal or regional estate and
gift tax considerations or tax rules that may apply to special classes of holders of financial
instruments, and is not to be read as extending by implication to matters not specifically discussed
herein. As to individual consequences, including cross-border consequences, each Securities Holder
should consult its own tax advisor. This summary is based on the laws, regulations and applicable
tax treaties as in effect in Belgium on the date of this Prospectus, all of which are subject to change,
possibly on a retroactive basis. It does not discuss or take into account tax laws of any jurisdiction
other than Belgium, nor does it take into account individual circumstances of a Securities Holder.
The summary below is not intended as and should not be construed to be tax advice.
For purposes of this summary, (i) ‘Belgian individual’ means any individual subject to Belgian
personal income tax (ie an individual having its domicile or seat of wealth in Belgium or assimilated
individuals for purposes of Belgian tax law; (ii) ‘Belgian company’ means any company subject to
Belgian corporate income tax (ie a company having its registered seat, principal establishment or
effective place of management in Belgium); and (iii) ‘Belgian legal entity’ means any legal entity
subject to the Belgian legal entities tax (ie a legal entity other than a company subject to corporate
income tax having its registered seat, principal establishment or effective place of management in
Belgium). A ‘non-resident individual, company or legal entity’ means an individual, company or
legal entity that does not fall in any of the three previous categories.
This summary does not address the tax regime applicable to Securities held by Belgian tax residents
through a fixed basis or a permanent establishment situated outside Belgium.
8.1
Taxation upon transfer of the Shares
(a)
Belgian individuals
For Belgian individuals holding shares as a private investment, capital gains realized upon the
transfer of the shares are generally not subject to Belgian income tax. Capital losses are not tax
deductible.
However, Belgian individuals may be subject to income tax at a separate rate of 33% (to be
increased with local surcharges, which are generally due at a rate between 6% and 9% of the amount
0104963-0000002 BR:8794591.31
57
of income tax) if the capital gain on the shares is deemed to be speculative or outside the scope of
the normal management of their private estate. Capital losses arising from such transactions are not
tax deductible.
Capital gains realised upon transfer of shares held for professional purposes shall be taxable at the
normal progressive tax rates in the personal income tax, except for shares held for more than five
years, which are taxable at a separate rate of 16.5% (to be increased with local taxes). Capital losses
on the shares incurred by Belgian individuals holding the shares for professional purposes are in
principle tax deductible and the losses resulting from these capital losses may, under certain
conditions, be carried forward.
(b)
Belgian companies
Belgian companies (not being small companies within the meaning of article 15 of the Companies
Code (Small Companies)) are subject to Belgian corporate income tax at a separate rate of 0.412%
on gains realised upon the disposal of shares provided that (i) the conditions relating to the taxation
of the underlying distributed income, as described in article 203 of the Belgian Income Tax Code are
met (the Article 203 ITC Taxation Conditions) and (ii) the shares have been held in full legal
ownership for an uninterrupted period of at least one year. The 0.412% separate capital gains tax
cannot be off-set by any tax deductions, provided for in articles 199 to 206 of the Belgian Income
Tax Code (such as the notional interest deduction), nor by tax losses or tax credits.
Belgian resident companies qualifying as Small Companies are normally not subject to Belgian
capital gains taxation on gains realised upon the disposal of shares provided that (i) the Article 203
ITC Taxation Conditions are met and (ii) the shares have been held in full legal ownership for an
uninterrupted period of at least one year.
If the one-year minimum holding period condition is not met (but the Article 203 ITC Taxation
Conditions are met) then the capital gains realised upon the disposal of shares by Belgian companies
(both non-Small Companies and Small Companies) will be taxable at a separate corporate income
tax rate of 25.75%.
Capital losses on shares incurred by Belgian companies (both non-Small Companies and Small
Companies) are as a general rule not tax deductible.
If the shares form part of the trading portfolio ("handelsportefeuille/portefeuille commercial") of
companies which are subject to the Royal Decree of 23 September 1992 on the annual accounts of
credit institutions, investment firms and management companies of collective investment institutions
("jaarrekening
van
de
kredietinstellingen,
de
beleggingsondernemingen
en
de
beheervennootschappen van instellingen voor collectieve belegging/comptes annuels des
établissements de crédit, des entreprises d’investissement et des sociétés de gestion d’organismes de
placement collectif"), the capital gains realised upon the disposal of shares will be subject to
corporate income tax at the standard rates, and capital losses will in that event be tax deductible.
(c)
Belgian legal entities
Capital gains realised upon transfer of the shares by Belgian legal entities are in principle tax exempt
and capital losses are not tax deductible.
(d)
Non-resident individuals or companies
Non-resident individuals or companies are, in principle, not subject to Belgian income tax on capital
gains realised upon transfer of the shares, unless the shares are held as part of a business conducted
in Belgium through a Belgian establishment. In such a case, the same principles apply as described
0104963-0000002 BR:8794591.31
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with regard to Belgian individuals (holding the shares for professional purposes) or Belgian
companies.
Non-resident individuals who do not use the shares for professional purposes and who have their
fiscal residence in a country with which Belgium has not concluded a tax treaty or with which
Belgium has concluded a tax treaty that confers the authority to tax capital gains on the shares to
Belgium, will be subject to tax in Belgium if the capital gains are deemed to be speculative or
outside the scope of the normal management of one’s private estate and the capital gains are obtained
or received in Belgium Capital losses are generally not deductible.
8.2
Taxation upon transfer of the Warrants
This section addresses basic tax consequences related to capital gains or losses upon transfer or
exercise of the Warrants in the context of the Bid only for Warrant Holders who are Belgian
individuals or Belgian companies. The Warrant Holders should, however, consult their Belgian tax
advisors on the tax implications of the Bid.
(a)
Belgian individuals
(i)
Transfer of Warrants
Any capital gains realized on the transfer of the Warrants will be subject to the tax
regime for Shares described under 8.1(a) above, it being understood, however, that
the transfer of Warrants which have been granted under the application of the law of
26 March 1999 on the Belgian action plan for employment 1998 and other
miscellaneous measures could, under certain circumstances, trigger additional
taxation for the Warrant Holders, who should consult their own tax advisor.
The Bidder will not be liable for any taxation on the part of the Warrant Holders,
which shall exclusively be borne by the Warrant Holders.
(ii)
Exercise of Warrants during the Bid
If the Warrants are exercised prior to the closing of the Bid, the newly issued Shares
that result from that exercise can be tendered in the Bid. The exercise of these
Warrants in accordance with their conditions during the Bid should in principle not
trigger any specific tax consequences, in the event that the Warrants have been
granted under the application of the law of 26 March 1999 on the Belgian action
plan for employment 1998 and other miscellaneous measures.
Capital gains realized by the holders of exercised Warrants on the Shares tendered in
the Bid will be subject to the tax regime for Shares described under section 8.1(a)
above.
(iii)
Transfer of Warrants in the framework of a squeeze-out
Capital gains realized on the transfer of the Warrants in the framework of a squeezeout will be subject to the tax regime for Shares described under section 8.1(a) above.
The Belgian tax authorities have accepted in the past that an automatic transfer of a
warrant under a squeeze-out may be considered as a case of force majeure and that
such transfer should therefore not trigger additional income taxes for the holders of
those warrants (even if the warrants are not transferable) under the application of the
law of 26 March 1999 on the Belgian action plan for employment 1998 and other
0104963-0000002 BR:8794591.31
59
miscellaneous measures. However, in the event that the Belgian tax authorities
would change their position, this might, in certain circumstances, result in adverse
tax consequences.
(b)
Belgian companies
(i)
Transfer of Warrants
Any capital gains realized upon the transfer of the Warrants shall, as a principle, be
subject to corporate income tax at the ordinary applicable corporate tax rate.
The Bidder will not be liable for any taxation on the part of the Warrant Holders,
which shall exclusively be borne by the Warrant Holders.
(ii)
Exercise of Warrants during the Bid
The tax treatment follows the accounting treatment at the level of the company
holding the Warrants. Taxation of gains resulting from the exercise of the Warrants
followed by a tender of the Shares in the Bid cannot be excluded; accordingly,
Warrant Holders are advised to consult their own tax advisor.
(iii)
Transfer of Warrants in the framework of a squeeze-out
Any capital gains realized upon the automatic transfer of Warrants to the Bidder
upon completion of the squeeze-could will, in principle, be subject to corporate
income tax at the ordinary applicable corporate tax rate in the hands of the Warrant
Holders, who should consult their own tax advisor.
8.3
Tax on stock market transactions
A tax on stock market transactions will be payable on any cash consideration paid for Securities
tendered in the Bid through a professional intermediary, currently at a rate of 0.25% of the purchase
price. This tax is however limited to a maximum amount of EUR 740 per taxable transaction. The
tax is separately due from each party to any such transaction, ie the seller (transferor) and the
purchaser (transferee), both collected by the professional intermediary.
This tax is not payable by:
(a)
professional intermediaries described in articles 2, 9° and 10° of the Law of 2 August 2002,
acting for their own account;
(b)
insurance companies described in article 2, § 1 of the law of 9 July 1975 on the supervision
of insurance undertakings, acting for their own account;
(c)
pension institutions described in article 2, 1° of the law of 27 October 2006 on the
supervision of pension institutions, acting for their own account;
(d)
collective investment undertakings, acting for their own account; and
(e)
non-residents, acting for their own account, provided that they deliver a certificate to the
financial intermediary in Belgium confirming their non-resident status.
The Bidder shall bear the tax on stock exchange transactions owed by the Securities Holders.
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ANNEX 1
ACCEPTANCE FORM
The attached Acceptance Form concerning the Securities must be completed in two copies: one (1) copy for
the Securities Holder; one (1) copy for the financial intermediary that records the offering of Securities in the
framework of the Bid.
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ACCEPTANCE FORM
FOR THE MANDATORY PUBLIC TAKEOVER BID IN CASH
BY WABCO EUROPE BVBA
ON ALL THE SHARES AND WARRANTS ISSUED BY TRANSICS INTERNATIONAL NV THAT
ARE NOT ALREADY HELD BY THE BIDDER OR BY PERSONS AFFILIATED WITH THE
BIDDER
TO BE SUBMITTED AT THE LATEST BY 23 APRIL 2014 BEFORE 4 PM CET
I, the undersigned (name, first name or company name):
_______________________________
Residing at / Having its registered office at (full address): ______________________________________
Declare, after having had the possibility to read the Prospectus, that:
(a)
I accept the terms and conditions of the Takeover Bid described in the Prospectus;
(b)
I hereby agree to transfer the Shares identified in this Acceptance Form, and which I fully own, to
the Bidder, in accordance with the terms and conditions of the Prospectus, for a price consisting of a
payment in cash of:
EUR 14.14
for each Share
EUR 8.76
for each Warrant
(c)
I transfer the Securities in agreement with the acceptance process described in the Prospectus; and
(d)
I acknowledge that all representations, warranties and undertakings deemed to be made or given by
me under the Prospectus are incorporated in this Acceptance Form with respect to the transfer of my
Securities.
Shares
Number
Form
Instructions
..........................
Shares in dematerialized
form (book-entry form)
These Shares are available on my securities
account and I authorize the transfer of these Shares
from my securities account to the Paying Agent
Bank.
..........................
Shares in registered form
The Company’s letter confirming the ownership of
the Shares is attached herewith. I hereby request
that these Shares be transferred to the Bidder and I
hereby appoint each director of Transics
International
NV
as
attorney-in-fact
0104963-0000002 BR:8794591.31
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(“mandataire/lasthebber”), acting individually and
with the right of substitution, to register such
transfer of shares in the shareholders register and
to conduct all actions relevant to that end.
Warrants
Number
Form
Instructions
..........................
Warrants in registered form
The Company’s letter confirming the ownership of
the Warrants is attached herewith. I hereby request
that these Warrants be transferred to the Bidder
and I hereby appoint each director of Transics
International
NV
as
attorney-in-fact
(“mandataire/lasthebber”), acting individually and
with the right of substitution, to register such
transfer of warrants in the shareholders register
and to conduct all actions relevant to that end.
I hereby request that on the Settlement Date, the Bid Price of the transferred Securities be credited to my
account IBAN Nr ________________________; BIC/SWIFT code________________ opened with bank
(designation) __________________.
I am aware that:
(1)
to be valid, this Acceptance Form must be submitted, in accordance with the applicable acceptance
procedure as set out in the Prospectus, at the latest on the last day of the Initial Acceptance Period
(or extended, as the case may be), i.e. 23 April 2014 before 4 PM CET, in accordance with section
7.9(b)(i) of the Prospectus;
(2)
(a) in the event Securities are owned by two or more persons, the Acceptance Form must be
executed jointly by all such persons; (b) in the event Securities are subject to usufruct
(“vruchtgebruik” / “usufruit”), the Acceptance Form must be executed jointly by the beneficial
owner (“vruchtgebruiker” / “usufruitier”) and the bare owner (“naakte eigenaar” / “nupropriétaire”); (c) in the event Securities are pledged, the Acceptance Form must be executed jointly
by the pledgor and the pledgee, with the pledgee explicitly confirming the irrevocable and
unconditional release of the relevant Securities from the pledge; (d) in the event the Securities are
encumbered in any other manner or are subject to any other claim or interest, all beneficiaries of
such encumbrance, claim or interest must jointly execute the Acceptance Form and all such
beneficiaries must irrevocably and unconditionally waive any and all such encumbrance, claim or
interest relating to such Securities.
(3)
I will not bear any costs, fees and commissions in case (a) of depositing the Acceptance Form
directly in accordance with point (1) with the Paying Agent Bank and (b) I have an account with the
afore-mentioned Paying Agent Bank.
(4)
I will bear all costs that would be charged by a financial intermediary other than the Paying Agent
Bank, as set out in (1).
(5)
I may withdraw my acceptance during the Acceptance Period during which I tendered my Securities
and that for the withdrawal of such acceptance to be valid, it must be notified in writing directly to
the financial intermediary with whom I have deposited my Acceptance Form, with reference to the
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number of Securities that are being withdrawn. To the extent I hold Securities in registered form, I
will be informed by Transics of the procedure to be followed to withdraw my acceptance. In the
event I notify my withdrawal to a financial intermediary other than the Paying Agent Bank, then it
will be the obligation and the responsibility of such financial intermediary to timely notify such
withdrawal to the Paying Agent Bank. Such notification must be made to the Paying Agent Bank at
the latest on 23 April 2014, before 4 PM CET (with respect to the Initial Acceptance Period), or, if
applicable, the date further specified in the relevant notification and/or press release.
I acknowledge to have received all information to make an informed decision as to whether or not to tender
my Securities to the Takeover Bid. I am fully aware of the legality of the Takeover Bid and the risks related
to it and I have inquired about the taxes I could owe in the framework of the transfer of my Securities to the
Bidder, which – if necessary – I will exclusively bear.
Except where otherwise indicated, the wordings of this Acceptance Form will have the same meaning as in
the Prospectus.
Made in two originals at (place) _________________________
On (date): _________________
The Securities Holder
The Paying
intermediary
(signature)
(signature)
(name, first name, company name)
(financial intermediary)
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Agent
Bank
/
other
financial
ANNEX 2
CROSS – REFERENCE LIST
Paragraph to Annex I to the Royal Decree on Reference
Takeover Bids
3.1 Information on Transics
Recent Developments
Press releases (Under 'News' on www.transics.com)
Transics statutory and consolidated annual accounts www.transics.com
per 31 December 2013
3.2.1 Financial statements of the Bidder
WABCO’s statutory annual
December 2012
accounts
per
31 www.nbb.be
WABCO Holdings Inc. consolidated accounts dated www.wabco-auto.com
31 December 2013
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ANNEX 3
MEMORANDUM IN REPLY
MANDATORY PUBLIC TAKEOVER BID IN CASH
FOLLOWED BY A SQUEEZE-OUT
BY
WABCO EUROPE BVBA
FOR ALL SHARES AND WARRANTS
(WHICH ARE NOT ALREADY HELD BY WABCO EUROPE BVBA OR BY PERSONS
AFFILIATED WITH WABCO EUROPE BVBA)
ISSUED BY TRANSICS INTERNATIONAL NV
MEMORANDUM IN REPLY OF THE BOARD OF DIRECTORS OF
TRANSICS INTERNATIONAL NV
ON THE
PROSPECTUS RELATED TO THE MANDATORY PUBLIC TAKEOVER BID
9 APRIL 2014
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TABLE OF CONTENTS
Section
1.
2.
3.
4.
5.
6.
7.
8.
Page
Introduction ......................................................................................................................................... 68
The Board of the Company ................................................................................................................. 69
Comments on the Draft Prospectus ..................................................................................................... 69
Assessment of the Bid ......................................................................................................................... 69
Declarations of intent .......................................................................................................................... 71
Application of clauses of approval and pre-emption rights ................................................................. 71
Opinion of the representatives of the employees of the Company ...................................................... 72
General provisions ............................................................................................................................... 72
Appendix
1.
Position of the representatives of the employees of the Company ...................................................... 73
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1.
INTRODUCTION
1.1
Background
On 13 February 2014, WABCO Europe BVBA, a private limited liability company (“besloten vennootschap
met beperkte aansprakelijkheid/société privée à responsabilité limitée”) incorporated under the laws of
Belgium, with registered office at Waversesteenweg 1789, 1160 Brussels, Belgium, registered with the
register of legal entities under number 0475.956.135 (RLE Brussels) (WABCO or the Bidder) announced to
launch a mandatory public takeover bid for all Shares and all Warrants issued by Transics International NV,
a limited liability company ("naamloze vennootschap/société anonyme") incorporated under the laws of
Belgium, with registered office at Ter Waarde 91, 8900 Ieper, Belgium, registered with the register of legal
entities under number 0881.300.923 (RLE Ieper) (Transics or the Company) which are not already held by
the Bidder or by persons affiliated with the Bidder (the Bid). The Bid will be followed by a simplified
squeeze-out.
The Bid follows the acquisition by WABCO of all outstanding shares of Tavares NV, a limited liability
company incorporated under the laws of Belgium, with registered office at Waversesteenweg 1789, 1160
Brussels, Belgium, and registered with the register of legal entities under number 0845.277.004 (RLE
Brussels) (Tavares). Tavares holds 7,852,307 Transics shares.
On 28 February 2014, the Bidder submitted the notification announcing the launching of the Bid as well as a
draft prospectus regarding the Bid (the Draft Prospectus) to the Belgian Financial Services and Markets
Authority (FMSA), in accordance with article 5 and 6 of the Belgian Royal Decree on Public Takeover Bids
of 27 April 2007 (the Takeover Decree).
On 3 March 2014, the FSMA published this notification regarding the Bid in accordance with article 7 of the
Takeover Decree.
The Company received the Draft Prospectus on 5 March 2014 by registered mail. On 7 March 2014, the
board of directors of the Company (the Board) reviewed the Draft Prospectus and submitted its remarks on
the Draft Prospectus to the FSMA and the Bidder in accordance with article 26 juncto 57 of the Takeover
Decree. The Board confirmed that the Draft Prospectus does not contain any gaps or elements that could
mislead the Securities Holders of the Company.
The employee representatives determined their position on the Bid and its consequences regarding the
employment within the Company on 14 March 2014.
The Board has reviewed the Draft Prospectus in order to draft a memorandum in reply (the Draft
Memorandum) in accordance with article 22 to 30 of the Belgian law on public takeover bids of 1 April
2007 (the Takeover Law) and article 26 to 29 juncto 57 of the Takeover Decree.
The Board has approved the Draft Memorandum on 18 March 2014. The Draft Memorandum was
communicated to the Bidder and the FSMA on 21 March 2014.
On 4 April 2014 the Bidder has submitted the Draft Prospectus with, as a schedule, the Draft Memorandum
for approval by the FSMA.
On 8 April 2014 the FSMA approved the Draft Prospectus and the Draft Memorandum.
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1.2
Definitions
Unless provided otherwise in this memorandum in reply (the Memorandum), capitalised terms and
expressions used herein shall have the same meaning as specified in section 1 (Definitions) of the prospectus
approved by the FSMA (the Prospectus).
2.
THE BOARD OF THE COMPANY
At the date of this Memorandum, the Board is composed as follows:
Name
Expiration of term
Function
Nick Rens (1)
Annual shareholders’ meeting
of 2016
Director
Vincent Pickering (1)
Annual shareholders’ meeting
of 2016
Director
Jozef van Osta (1)
Annual shareholders’ meeting
of 2016
Director
Vanko Management BVBA
Represented by Mr Luc Vandewalle
Annual shareholders’ meeting
of 2016
Independent Director
Cassel BVBA
Represented by Mr Walter Mastelinck
Annual shareholders’ meeting
of 2016
Chief Executive
Officer
Klaasbulk VOF
Represented by Mr Frank D’Hoore
Annual shareholders’ meeting
of 2016
Independent Director
Leyman Consult BVBA
Represented by Mr Peter Leyman
Annual shareholders’ meeting
of 2016
Independent Director
(1)
Co-opted by the Board on 12 February 2014 in accordance with article 519 of the Belgian Companies Code as de fact o representatives of
Tavares. The mandate of the director will have to be confirmed at the next general shareholders’ meeting of the Company in accordance with
article 519 of the Belgian Company Code.
3.
COMMENTS ON THE DRAFT PROSPECTUS
The Company received this first Draft Prospectus on 5 March 2014. The Board did not have any comments
on the Draft Prospectus other than factual comments which were reflected in the final version of the Draft
Prospectus.
4.
ASSESSMENT OF THE BID
4.1
Interest of the Company and the Bidder’s strategic plans for the Company
The Board refers to the intentions of the Bidder as set out in section 6.3 of the Prospectus (Intentions of the
Bidder).
The Board acknowledges that WABCO has indicated that it envisages Transics to combine its operations
within WABCO’s existing Trailer Systems and Aftermarket business to provide a platform to WABCO to
expand its Fleet Management Solutions business. The Board considers this strategy to be a valid growth
strategy.
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The Board has further acknowledged that WABCO has indicated that Transics will continue to operate as a
standalone entity under its own brand for a transitory period and considers this strategy to be a recognition of
the market status and position Transics has been able to build.
Finally, as also set out below, the Board believes that this strategy will create opportunities for Transics
employees to develop international careers within the WABCO Group.
4.2
Interest of the Securities Holders
(a)
Shareholders
As set out in the Prospectus, WABCO offers a Bid Price of EUR 14.14 per Share. The Board acknowledged
the justification of the Bid Price for the Shares, provided by the Bidder in section 7.2 (a) of the Prospectus.
The Board also took into account that the price paid to the Pre-Transaction Sellers is the result of a
negotiation between the Pre-Transaction Sellers and WABCO and that this price represents a premium of
41.4 % over the price of the latest auction of shares in Transics on NYSE Euronext Brussels prior to the
announcement of the Pre-Transaction (EUR 10 per share).
Taking into account the above, the Board is of the opinion that the Bid Price per Share is an attractive price.
(b)
Warrant Holders
As set out in the Prospectus, WABCO offers a Bid Price of EUR 8.76 per Warrant. The Board acknowledged
the justification of the Bid Price for the Warrants, provided by the Bidder in section 7.2 (b) of the Prospectus.
Taking into account the above, the Board is of the opinion that the Bid Price per Warrant is an attractive
price.
4.3
Interest of the creditors
The Board acknowledged that in the Prospectus WABCO has indicated that the financing of the Bid will
exclusively take place with existing funds available to the Bidder and that as a result, the financing put in
place for the Bid will not have an impact on the assets and liabilities, results or activities of the Company and
the impact of the Bid on the assets and liabilities and profit and loss account of the Bidder is estimated to be
limited.
The Board believes that there are no reasons to assume that the Bid would not be in the interests of financial
or trade creditors of the Company.
4.4
Interest of the employees and their employment
The Board acknowledged the following:
(1)
the Draft Prospectus states:
“The Bidder does not anticipate any substantive change in the working conditions or the employment
policies of Transics (or its subsidiaries) and has no plans to implement any major restructurings in
that respect. Accordingly, the impact of the Bid (if any) on the interests of the employees should be
minor.
The Bidder anticipates that the integration of Transics within the WABCO Group as set forth in
section 6.3(a) of the Prospectus, will create opportunities for Transics employees to develop
international careers within the WABCO Group”; and
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(2)
the representatives of the employees of the Company provided a positive opinion in relation to the
Bid (for more information, see Annex 1).
The Board therefore believes that there are no reasons to assume that the Bid would not be in the interest of
the employees or their employment.
5.
DECLARATIONS OF INTENT
5.1
Number of Shares and Warrants held by the members of the Board or by the persons they de
facto represent
On the date of this Memorandum, the following Shares and Warrants are held by the members of the Board
or by the persons they de facto represent:

Mr Nick Rens, Mr Jozef Van Osta and Mr Vincent Pickering, who de facto represent Tavares, do not
hold any Shares or Warrants. Tavares holds 7,852,307 Transics shares and no Warrants;

Vanko Management BVBA, represented by Mr Luc Vandewalle does not hold any Shares and holds
4,696 Warrants. Vanko Management BVBA states, in so far as necessary, that it does not de facto
represent other shareholders of the Company;

Cassel BVBA, represented by Mr Walter Mastelinck does not hold any Shares and holds 6,370
Warrants. Cassel BVBA states, in so far as necessary, that it does not de facto represent other
shareholders of the Company;

Klaasbulk VOF, represented by Mr Frank D’Hoore does not hold any Shares or Warrants. Klaasbulk
VOF states, in so far as necessary, that it does not de facto represent other shareholders of the
Company;

Leyman Consult BVBA, represented by Mr Peter Leyman does not hold any Shares and holds 4,696
Warrants. Leyman Consult BVBA states, in so far as necessary, that it does not de facto represent
other shareholders of the Company.
All members of the Board holding Shares (other than Tavares, who is a direct affiliate of the Bidder) stated
that they will offer their Shares in the Bid. All members of the Board holding Warrants stated that they will
not offer their Warrants in the Bid, as the Warrants cannot be transferred in accordance with their current
terms and conditions. These members of the Board envisage however their Warrants to be transferred by
operation of law to the Bidder in the framework of the simplified squeeze-out bid which will immediately
follow the Bid.
No transfer of Shares by the members of the Board or by the persons they de facto represent has occurred
since the announcement of the Bid.
5.2
Shares held by the Company
The Company does not hold any treasury Shares.
6.
APPLICATION OF CLAUSES OF APPROVAL AND PRE-EMPTION RIGHTS
The articles of association of the Company do not contain any clauses of approval nor any pre-emption rights
relating to the transfer of the Securities affected by the Bid.
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7.
OPINION OF THE REPRESENTATIVES OF THE EMPLOYEES OF THE COMPANY
The representatives of the Company's employees have taken a position in accordance with article 44 of the
Takeover Law. This position is attached to the Memorandum as Annex 1.
8.
GENERAL PROVISIONS
8.1
Responsible persons
Transics, represented by its Board, is responsible for the information included in this Memorandum. The
Board consists of the members as set out above in section 2.
The persons responsible for the Memorandum, as identified above, declare that, to the best of their
knowledge, the information included in this Memorandum is correct and no data has been omitted the
inclusion of which would affect the scope of this Memorandum. Transics nor the Board or its individual
members take any other responsibility in connection with the Memorandum.
8.2
Approval of the Memorandum by the FSMA
The Dutch version of the Memorandum was approved by the FSMA on 8 April 2014, in accordance with
article 28, §3 of the Takeover Law. This approval does not assess the opportunity or the quality of the Bid.
8.3
Languages
An English and French translation of the Memorandum is made available. In case of any inconsistencies
between the English or French translation, on the one hand, and the official Dutch version, on the other hand,
the Dutch version shall prevail.
The Company has verified and is responsible for the consistency between the respective versions.
8.4
Availability of the Memorandum
This Memorandum is included in the Prospectus. The Prospectus is available in an electronic version on the
following websites:

www.transics.com

www.ing.be

www.wabco-auto.com
Hard copies of the Prospectus may be obtained free of charge at the counters of ING Belgium NV or via
+32(0)2 464 60 01 (Dutch), +32(0)2 464 60 02 (French), or +32(0)2 464 60 04 (English).
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APPENDIX 1
POSITION OF THE REPRESENTATIVES OF THE EMPLOYEES OF THE COMPANY
Recommendation from the Transics’ representatives of the employees of Transics International NV (adopted
at the meeting of 14 March 2014)
Following WABCO’s presentation regarding the contemplated future with Transics, the employee
representatives acknowledge as follows:

WABCO anticipates that the integration of Transics within the WABCO Group will create
opportunities for Transics employees to develop international careers within the WABCO Group;

WABCO does not have at present plans to materially change or restructure the activities of Transics
(or its subsidiaries). In this respect, the Bid will have no impact on the interests of the employees, the
employment conditions or the employment as such;

The takeover bid is not limited to the shares but also comprises the existing Transics Warrant Plan.
The Transics’ employee representatives understand that this takeover marks the WABCO Group’s further
expansion into the fleet management solutions market. With the acquisition of Transics, the WABCO Group
will significantly expand its innovative portfolio of products, services and solutions catering to the specific
needs of its fleet customer base. To this end, WABCO intends to use the substantial experience and expertise
of the Transics’ employees.
The Transics’ employee representatives note that at this moment there is a wide complementarity between
the current activities of Transics and WABCO.
The employee representatives waive their right to a hearing referred to in clause 45 of the Law on Takeover
Bids dated 1 April 2007.
Conclusion:
Taking into consideration the above mentioned points, the Transics’ employee representatives are of the
opinion that the takeover bid opens new perspectives for the company and its employees and in principle
should have positive consequences for the entire Transics group.
The Transics’ employee representatives grant a unanimous positive advice regarding the takeover bid.
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ANNEX 4
POSITION OF THE REPRESENTATIVES OF THE TARGET'S EMPLOYEES
Opinion of Transics’ representatives of the employees
Recommendation from the Transics’ representatives of the employees of Transics International NV (adopted
at the meeting of 14 March 2014)
Following WABCO’s presentation regarding the contemplated future with Transics, the employee
representatives acknowledge as follows:

WABCO anticipates that the integration of Transics within the WABCO Group will create
opportunities for Transics employees to develop international careers within the WABCO Group;

WABCO does not have at present plans to materially change or restructure the activities of Transics
(or its subsidiaries). In this respect, the Bid will have no impact on the interests of the employees, the
employment conditions or the employment as such;

The takeover bid is not limited to the shares but also comprises the existing Transics Warrant Plan.
The Transics’ employee representatives understand that this takeover marks the WABCO Group’s further
expansion into the fleet management solutions market. With the acquisition of Transics, the WABCO Group
will significantly expand its innovative portfolio of products, services and solutions catering to the specific
needs of its fleet customer base. To this end, WABCO intends to use the substantial experience and expertise
of the Transics’ employees.
The Transics’ employee representatives note that at this moment there is a wide complementarity between
the current activities of Transics and WABCO.
The employee representatives waive their right to a hearing referred to in clause 45 of the Law on Takeover
Bids dated 1 April 2007.
Conclusion:
Taking into consideration the above mentioned points, the Transics’ employee representatives are of the
opinion that the takeover bid opens new perspectives for the company and its employees and in principle
should have positive consequences for the entire Transics group.
The Transics’ employee representatives grant a unanimous positive advice regarding the takeover bid.
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