Press Release

Ascom to divest its Network Testing Division to Infovista

Monday, 22 August 2016

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.”

ABOUT ASCOM

Ascom is an international solutions provider with comprehensive know-how in healthcare workflows and telecommunications. The company is active in Wireless Solutions (an international market leader for high-value, customer-specific on-site communication solutions and workflow optimization) and Network Testing (a global market leader in testing, monitoring, post processing, and performance optimization for mobile networks). The Ascom Group is headquartered in Switzerland, has subsidiaries in 19 countries and employs around 1,700 people worldwide. Ascom registered shares (ASCN) are listed on the SIX Swiss Exchange in Zurich.

ABOUT Infovista

InfoVista is the leading provider of network performance orchestration solutions that enable efficient network and IT transformations in today's fast-paced digital world. The award-winning solutions empower communications service providers and large enterprises to ensure a high-quality user experience by guaranteeing business-critical application performance and achieving optimal network performance. Infovista’s expertise and innovations provide more than 1,500 global customers with a new level of actionable application and network intelligence, visibility and control across all services, all technologies, and all domains of both the fixed and mobile networks. Using our solutions, they deliver high-performing and differentiated services, plan and optimize networks to match application and service demands, and streamline network operations while keeping total cost of ownership as low as possible.

This document does not constitute an offer or solicitation to subscribe for, purchase or sell any securities. This document is not being issued in the United States of America or the United Kingdom and should not be distributed in any jurisdiction in a manner where such distribution would not comply with regulatory requirements. In particular, this document may not be distributed into the United States, to United States persons or to publications with a general circulation in the United States. In addition, the securities of Ascom have not been and will not be registered in any jurisdiction outside Switzerland. The securities of Ascom may not be offered, sold or delivered and no solicitation to purchase such securities may be made within the United States or to U.S. persons absent an applicable exemption from the registration requirements of the United States securities laws or within any other jurisdiction and in a manner where such offer, sale, delivery or solicitation might not be in compliance with regulatory requirements (including the United Kingdom).

About Infovista

Infovista, the leader in modern network performance, provides complete visibility and unprecedented control over modern networks and their applications. Infovista delivers brilliant user experiences and maximum value for networks and applications. At the core of its approach are data and analytics, to give service providers and enterprises real-time insights to make critical business decisions. Infovista offers a comprehensive line of solutions from the radio network to enterprise to device throughout the lifecycle of a network. No other solutions provider has this totality of vision. More than 1,500 enterprises and service providers around the world—including 250 of the world’s top mobile network operators—rely on Infovista. Know Your Network with Infovista.

Contact Us

Infovista
Henry Chalian,
703-707-1742
[email protected]