Position of the Management Board of ATM S.A. concerning a tender offer for shares in ATM S.A. announced by Fisterra sp. z o.o., Warsaw, on 11 April 2014

Current report 06/2014 dated 23.04.2014

Legal basis: Article 80 of the Act on offers – position of the company management board concerning a tender offer

Acting pursuant to Article 80 of the Act of 29 July 2005 on public offers and conditions for the introduction of financial instruments to an organized trading system and on public companies (“Act on Public Offers”), the management board of ATM S.A., Warsaw (“Company”) (“Management Board”) hereby sets out its position concerning the tender offer for all ordinary shares in the Company (“Offer”) announced by Fisterra sp. z o.o., Warsaw (“Bidder”) on 11 April 2014.

According to the Offer document, the Bidder intends to acquire, as a result of an Offer announced in accordance with Article 74(1) of the Act on Public Offers, a total of 36,343,343 shares, which represent (together with the shares already held by the Bidder) 100% of the Company’s share capital, and carry 36,343,343 votes at general meetings of shareholders of the Company, which is (together with the shares already held by the Bidder) 100% of the total number of votes at such meetings.

I. Disclaimers

For the purposes of preparing the present statement of position, the Management Board has analysed the following available external sources of information and data:

The Offer document
Market prices of the Company’s shares in the six months preceding the announcement of the Offer; and
Publicly available information on current market prices of shares in selected companies in two sectors in which the Company operates, namely providers of data centre services and providers of telecommunications services

For the purposes of preparing the present statement of position, apart from surveying the external sources of information and data referred to above, the Management Board has not taken any action with the purpose of obtaining, collecting or analysing any data not originating from the Company. The Management Board is not responsible for the accuracy, reliability, completeness or adequacy of the information originating from external sources which was used for the purposes of preparing the present statement of position.

The present statement of position does not constitute a recommendation on the purchase or sale of financial instruments as referred to in Article 42 of the Act of 29 July 2005 on trading in financial instruments. Every investor/shareholder should make their own evaluation of the terms of the Offer, including seeking individual advice from their suitably qualified advisors for the purposes of taking a decision on a response to the Offer, and any decision to sell shares in the Company in response to the Offer should be an independent investment decision taken by each investor/shareholder.

II. Bidder’s strategic plans for the Company

According to the Offer document, it is the Bidder’s intention to support the Company’s continued organic growth in the field of data centre services and telecommunications services. The Bidder also plans that the Company will play an active part in regional consolidation, by means of takeovers of companies having similar profiles of operations in the countries of Central Europe. The Bidder also intends to adjust the structure of the company’s balance sheet and to use financial leverage in order to maximize its return on equity.

According to the content of the Offer document, it is the intention of the Bidder that, following the acquisition of shares in accordance with the Offer, the dematerialized state of the Company’s shares will be revoked and the shares will be withdrawn from trading on the regulated market of the Warsaw Stock Exchange.

III. Position of the Management Board concerning the Bidder’s strategic plans

In the Management Board’s assessment, the Bidder’s strategic plans for the Company are set out in the Offer document in a general manner. Nonetheless the Bidder’s declarations concerning its intention to support the Company’s further organic growth and its active participation in regional consolidation by means of takeovers of companies with similar profiles of operations in the countries of Central Europe may, in the Management Board’s assessment, create opportunities for the Company to expand its operations and lead to the achievement of strategic goals.

IV. Position of the Management Board concerning the future location of the Company’s operations

In the Offer document, the Bidder does not provide any information on how the Offer will affect the location of the Company’s operations in the future. Nonetheless, in the Management Board’s assessment, the Bidder’s declarations contained in the Offer imply the continuation of the Company’s operations in its present location and the possibility of expansion of the Company’s operations into other countries of Central Europe.

V. Position of the Management Board concerning employment at the Company

In the Offer document, the Bidder does not provide any information on how the Offer will affect employment at the Company. Nonetheless, considering the content of the Offer document, in the Management Board’s opinion the Offer should not be expected to have any adverse effect on employment at the Company.

The Offer expresses only the intention of the Bidder that Maciej Krzyżanowski, the Company’s present CEO (President of the Management Board), should continue to perform that function, and that Tadeusz Czichon, the Company’s founder and currently Vice-President of the Management Board, should be appointed to the Company’s Supervisory Board so as to provide continuity of oversight over the Company’s activity.

VI. Effect of the Offer on the Company’s interests

In the Offer document, the Bidder does not provide any information on how the Offer will affect the Company’s interests. Nonetheless the declarations contained in the Offer concerning the intention to support the Company’s further organic growth and its participation in regional consolidation indicate possibilities of expansion of the Company’s operations, and therefore accord with its interests.

VII. Position of the Management Board concerning the price for the Company’s shares proposed in the Offer

As regards the price proposed in the Offer, in accordance with Article 79 of the Act on Public Offers, the price for shares in the Company proposed in the Offer, according to the information contained in the Offer, is greater than:

The average market price of shares in the Company in the six months preceding the announcement of the Offer, namely PLN 12.02
The average market price of shares in the Company in the three months preceding the announcement of the Offer, namely PLN 11.33
The price paid for Shares, in the 12 months prior to the announcement of the Offer, by the Bidder or by its dependent or dominant entities, namely PLN 11.15

The Management Board has also analysed publicly available information on the current market prices of shares in selected comparable companies providing data centre services or telecommunications services.

Pursuant to the requirements of Article 80(2) of the Act on Public Offers, the Management Board concludes that in its opinion the price of 12.40 zloty per share proposed in the Offer lies within the range of prices corresponding to a fair value of the Company.

Signatures:
Maciej Krzyżanowski — President of the Management Board,
Tadeusz Czichon — Vice-President of the Management Board