Ascom Holding AG and InfoVista have signed a binding share and asset purchase agreement under which InfoVista will acquire the Network Testing Division. The transaction is based on a cash-free / debt-free enterprise value of USD 45 million. Ascom will receive USD 30 million in cash at closing and the remainder of the consideration in the form of a subordinated vendor loan with a nominal value of USD 15 million, a 7-year maturity and a stated interest rate of 4% p.a. The closing of the transaction is expected in Q3/2016.
The Network Testing Division (TEMS) is a market and brand leader in testing, optimization, benchmarking and monitoring solutions for mobile networks. With around 400 employees, the division has long-standing relationships with over 650 customers in more than 130 countries. The headquarter is located in Reston VA, United States.
InfoVista (www.infovista.com) is a worldwide provider of network performance software solutions and services with headquarters in the Paris area. With more than 430 employees, InfoVista provides software and services to over 1,200 customers in more than 120 countries.
Ascom changed the accounting principles of the Group from IFRS to Swiss GAAP FER effective as of 1 January 2015. According to Swiss GAAP FER 30, Ascom decided to offset goodwill against equity. In case of a divestment of an entity, Swiss GAAP FER accounting standards require the recycling of associated goodwill through the income statement. Accordingly, Ascom expects to realize an extraordinary loss of around CHF 145 million from the divestment of the Network Testing Division, resulting principally from the non-cash relevant recycling of goodwill previously offset against shareholders' equity according to Swiss GAAP FER. Ascom`s equity will not be affected by the goodwill recycling and the equity ratio is expected to remain stable as a consequence of this transaction. Moreover, this goodwill recycling does not impact the operations and does not prevent the Company from paying out dividends.
"With the sale of its network testing activities to InfoVista, Ascom is pleased to have found a good industrial solution and the right owner to develop and scale this business further. As already announced, Ascom will now align itself as a one-business company and accelerate the execution of the "Ascom 2020" strategy with a clear focus on healthcare ICT and mobile workflow solutions", underlines Juhani Anttila, Chairman of the Board of Ascom Holding AG.
"InfoVista has clearly stated its ambition to become the de-facto leader when it comes to managing network and application performance," said Philippe Ozanian, CEO of InfoVista. "TEMS brings technological expertise and established products which are very much aligned with that strategy, particularly when it comes to mobility services, and we are very pleased to have been able to reach this agreement with Ascom."