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Acquisition Of Tedaka Technologies And Cautionary Announcement
ANSYS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1987/001222/06)
(Share Code: ANS ISIN Code: ZAE000097028)
(“Ansys” or “the Company”)
Acquisition Of Tedaka Technologies And Cautionary Announcement
1. INTRODUCTION
Shareholders are advised that Ansys (“the purchaser”), has purchased 100% of the shares and shareholder
loans of Tedaka Technologies (Pty) Ltd (“Tedaka Technologies”)(“the acquisition”) from the Tedaka
Investments (Pty) Ltd (“the seller”). The Non-Executive Chairman of Ansys, Mr Teddy Daka, is a beneficiary
of TDK Trust that owns 100% of the seller. The acquisition is therefore a related party transaction.
2. RATIONALE FOR THE ACQUISITION OF TEDAKA TECHNOLOGIES
Ansys specialises in the design, development, manufacture, integration and support of advanced
technology systems and products for the rail, industrial and defence environments.
The acquisition of Tedaka Technologies will expand the Ansys offering to include the telecommunications
sector, thereby reducing the Company’s exposure to the rail and defence sectors. The partnerships
secured by Tedaka Technologies will allow the Company to provide state-of-the-art products that suit the
needs of the telecommunication operators in their continuous upgrading of their networks.
3. DESCRIPTION OF TEDAKA TECHNOLOGIES
Tedaka Technologies is a supplier of transmission and networking products and services to the
telecommunications industry covering wireline, wireless, and enterprise networks. The products and
services of Tedaka Technologies perform critical functions that ensure the quality and reliability of fixed line,
mobile and broadband networks throughout Sub-Saharan Africa. Tedaka Technologies is the strategic
partner for TE Connectivity (incorporating well established product brands such as ADC Krone and
Raychem) in Sub-Saharan Africa as well as Fluke Networks, Clearline and RIT.
4. TERMS AND CONDITIONS OF THE ACQUISITION
4.1. On 10 May 2013 Ansys made an offer to purchase Tedaka Technologies from the seller with the
effective date 1 September 2013. The offer to purchase was accepted by the Seller on 21 May 2013,
subject to the signing of legal agreements.
4.2. The total purchase price is a maximum of R 22 million, subject to certain profit warranties.
4.3. Mr Teddy Daka will convert R 8 million of his shareholders loan into equity, whilst the remainder of the
loan will bear interest at the prime overdraft rate.
4.4. Payment Schedule:
4.4.1. Initial Payment: the shareholders of Tedaka Technologies will be paid an initial amount of R 9.778
million which is payable by the issue of Ansys ordinary shares at an issue price of 20 cents per
share within 7 days after all the suspensive conditions have been fulfilled.
4.4.2. Second Payment: the second payment will be calculated by multiplying the audited profit after
tax (based on IFRS) of Tedaka Technologies for the year ending 28 February 2014 (“2014 PAT”)
by a PE ratio of 3,0 and deducting from this amount the amount paid in 4.3.1. This is subject to a
maximum price of R 22 million. The second payment will be paid by the issue of Ansys ordinary
shares at an issue price of 20 cents per share.
4.5. Tedaka Technologies will continue to operate as a separate entity until the 2014 Profit After Tax has
been determined. The current shareholder will be responsible for all funding requirements of Tedaka
Technologies.
4.6. The transaction is conditional upon:
4.6.1. The final agreement being approved by the Ansys Board of Directors (excluding Mr. Daka);
4.6.2. Ansys successfully concluding their due diligence investigation on Tedaka Technologies;
4.6.3. Fair and reasonable opinion obtained from an independent expert;
4.6.4. The Takeover Regulation Panel being prepared to waive a potential mandatory offer to be made
by Mr Teddy Daka and/or the seller to other shareholders in Ansys at 20 cents per share arising
out of Mr Daka and/or the seller exceeding the “prescribed percentage” of shares in Ansys by
virtue of the acquisition, provided that independent shareholders in Ansys waive the benefits of
such mandatory offer by ordinary resolution in terms of Regulation 86(4) of the Companies
Regulations, 2011;
4.6.5. Shareholders’ approval and any other regulatory approvals, including Competition Commission
approval that might be required.
5. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION
The unaudited pro forma financial effects will be published in due course.
6. CATEGORISATION OF THE ACQUISITION
The acquisition is categorised, in terms of the JSE Limited’s (“JSE”) Listings Requirements, as a Category 1
transaction and requires shareholders’ approval. A circular to shareholders in respect of the acquisition will
be mailed in due course.
7. CAUTIONARY ANNOUNCEMENT
Shareholders are advised to continue exercising caution in dealing in the company’s securities on the JSE
until such time as the financial effects of the acquisition are published.
8. FURTHER ANNOUNCEMENT
Shareholders will be notified once the final agreements have been signed. Shareholders will be informed as the
acquisition progresses.
22 May 2013
Johannesburg
Designated Advisor
Exchange Sponsors
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