Publication of Inside Information according to Article 17 of the European Market Abuse Directive
Drawing up a draft of a Control and Profit Transfer Agreement between SinnerSchrader AG and Accenture Digital Holdings GmbH / Announcement of the figures for the 2016/2017 financial year and a forecast for 2017/2018 et seq.
Today, the Management Board of SinnerSchrader AG and the management of Accenture Digital Holdings GmbH drew up the draft of a Control and Profit Transfer Agreement between SinnerSchrader AG as the controlled company and Accenture Digital Holdings as the controlling company.
The draft of the Control and Profit Transfer Agreement provides for a cash compensation according to Article 305 of the German Stock Corporation Act (AktG) in the amount of 10.21 euros per SinnerSchrader share and a compensation payment for outside shareholders according to Article 304 AktG in the amount of 0.27 euros gross (net, after corporation tax and solidarity surcharge: 0.23 euros) per full financial year. The payment obligations of Accenture Digital Holdings GmbH, comprising cash compensation or settlement payments, are secured by a letter of comfort from Accenture plc.
To take effect, the Agreement needs the approval of the General Meeting of SinnerSchrader AG according to Article 293 para. 1 AktG, the approval of the shareholders’ meeting of Accenture Digital Holdings GmbH according to Article 293 para. 2 AktG and entry of conclusion of the Agreement in the Commercial Register at the headquarters of SinnerSchrader AG according to Article 294 para. 2 AktG. The shareholders’ meeting of Accenture Digital Holdings GmbH will probably be held on 5 December 2017. The draft of the Control and Profit Transfer Agreement is to be presented for approval to an Extraordinary General Meeting of SinnerSchrader AG, which is scheduled for 6 December 2017. The Parties intend to subsequently conclude the Agreement, probably on 7 December 2017. The Supervisory Board of SinnerSchrader AG has already approved the conclusion of the Agreement in its meeting today.
In specifying the above-mentioned amounts for the cash compensation and settlement payment, the Parties are following the result of a jointly commissioned independent company valuation of SinnerSchrader AG by Duff & Phelps GmbH, Frankfurt am Main, Germany.
The company valuation also took account of the figures of the SinnerSchrader AG Consolidated Financial Statements drawn up for the 2016/2017 financial year, the plans of the SinnerSchrader Group for the 2017/2018 financial year and an outlook for the two subsequent financial years of 2018/2019 and 2019/2020. The figures for the 2016/2017 financial year largely confirm the provisional figures that SinnerSchrader published on 15 September 2017. According to these figures, the SinnerSchrader Group ended the financial year with revenue of 56.7 million euros and an operating result before costs associated with the merger agreement with Accenture of 6.3 million euros.
With respect to accounting for the merger induced costs for the redemption of all the outstanding employee options, there has been a change over the preliminary status in that the relevant effects are essentially to be offset direct in the capital reserves according to IFRS. The expenses associated with the merger have thus fallen to around 1.3 million euros in comparison to the preliminary status. As a result, the Consolidated Statements of Operations of SinnerSchrader AG post an EBITA of 5.0 million euros and a net income of just under 3.5 million euros or 0.30 euros per share.
The Group’s plans for the current 2017/2018 financial year provide for sales revenue in the amount of 63.8 million euros and an operating result, which will still be encumbered by transaction-related costs, of 5.2 million euros. In the two subsequent years, revenue should show double-digit growth to up to 78.4 million euros. The operating margin should improve to up to 11.4 per cent in the 2019/2020 financial year.
As of today, the audit of the Consolidated Financial Statements and the Annual Report as well as the Joint Status Report has not been fully completed. The certified Annual Report will probably be published on 21 November 2017.
The Management Board
SinnerSchrader is one of the leading digital agencies in Europe with the focus on the design and development of digital products and services. More than 500 employees work on digital transformation for companies such as Allianz, Audi, comdirect bank, ERGO, Telefónica, TUI, Unitymedia and VW. SinnerSchrader was founded in 1996, has been listed on the stock exchange since 1999 and has offices in Hamburg, Berlin, Frankfurt am Main, Munich, and Prague. Since April 2017, SinnerSchrader has been part of Accenture Interactive.