PRESENTED BY - InfoVista

DRAFT REPLY DOCUMENT 

PRESENTED BY 

The proposed offer and this draft reply document are subject to review by the AMF 

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NON BINDING TRANSALTION 

BASED ON FRENCH VERSION DATED 

FEBRUARY 1 ST , 2012 

IN REPLY TO THE SIMPLIFIED TENDER OFFER MADE BY PROJECT METRO ACQUCO 

TO ACQUIRE THE SHARES OF INFOVISTA 

This draft reply document was filed with the Autorité des Marchés Financiers (hereinafter "AMF") on 

February 1 st , 2012, in accordance with Articles 231-19 and 231-26 of the AMF General Regulations. 

The proposed tender offer, the draft offer document prepared by Project Metro Acquco and this draft 

reply document prepared by InfoVista are subject to review by the AMF. 

This draft reply document is available on the AMF website (www.amf-france.org) and the InfoVista website 

(www.infovista.com) and is available to the public free of charge at the headquarters of InfoVista (6, rue de la 

Terre de Feu, 91940 Les Ulis). 

In accordance with Article 231-28 of the AMF General Regulations, legal, financial, accounting and other 

information on Project Metro Acquco SAS will be made available to the public in the same manner no later 

than the day before the commencement date of the Offer. 

A notice will be published in a national daily financial newspaper no later than the day before the 

commencement date of the Offer, in order to inform the public of the terms on which these documents are 

made available.

TABLE OF CONTENTS 


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Pages 

1 OVERVIEW OF THE SIMPLIFIED TENDER OFFER PRESENTED BY PROJECT METRO ACQUCO 3 

1.1 REMINDER OF THE TERMS OF THE OFFER ............................................................................................................. 3 

1.2 BACKGROUND TO THE OFFER .............................................................................................................................. 4 

1.3 TERMS OF ACQUISITION OF THE BLOCK OF SHARES .............................................................................................. 5 

1.3.1 Share Purchase Agreements ....................................................................................................................... 5 

1.3.2 Investment Agreement ................................................................................................................................. 5 

2 TIES BETWEEN THE COMPANY AND THE OFFEROR.............................................................................. 12 

3 AGREEMENTS THAT MAY AFFECT THE ASSESSMENT OR OUTCOME OF THE OFFER .............. 12 

4 INFORMATION ON THE COMPANY............................................................................................................... 13 

4.1 SHARE OWNERSHIP OF THE COMPANY ............................................................................................................... 13 

4.2 RESTRICTION ON THE EXERCISE OF VOTING RIGHTS AND ON THE TRANSFER OF SHARES OF THE COMPANY, 

PROVISIONS BROUGHT TO THE KNOWLEDGE OF THE COMPANY ..................................................................................... 15 

4.3 DIRECT OR INDIRECT HOLDINGS IN THE CAPITAL OF THE COMPANY, AS FAR AS IT IS AWARE............................. 15 

4.4 LIST OF HOLDERS OF SECURITIES CARRYING SPECIAL CONTROL RIGHTS ............................................................ 15 

4.5 CONTROL MECHANISMS PROVIDED FOR IN ANY EMPLOYEE SHAREHOLDING SYSTEM, WHERE CONTROL RIGHTS 

ARE NOT EXERCISED BY EMPLOYEES ............................................................................................................................. 16 

4.6 SHAREHOLDERS’ AGREEMENTS OF WHICH THE COMPANY IS AWARE THAT MAY LEAD TO RESTRICTIONS ON THE 

SHARE TRANSFERS AND ON THE EXERCISE OF VOTING RIGHTS ....................................................................................... 16 

4.7 COMPOSITION OF THE GOVERNING BODIES OF INFOVISTA ................................................................................. 16 

4.8 RULES FOR APPOINTING AND REPLACING THE MEMBERS OF THE BOARD OF DIRECTORS .................................... 16 

4.9 RULES FOR AMENDING THE BYLAWS OF THE COMPANY .................................................................................... 16 

4.10 POWERS OF THE BOARD OF DIRECTORS, IN PARTICULAR AS TO THE ISSUANCE OR BUYBACK OF SHARES............ 16 

4.11 AGREEMENTS ENTERED INTO BY THE COMPANY THAT ARE AMENDED OR TERMINATED IN THE EVENT OF A 

CHANGE IN CONTROL OF THE COMPANY ........................................................................................................................ 18 

4.12 AGREEMENTS PROVIDING FOR COMPENSATION TO BE PAID TO THE MEMBERS OF THE BOARD OF DIRECTORS OR 

THE EMPLOYEES IF THEY RESIGN OR ARE TERMINATED WITHOUT CAUSE OR IF THEIR EMPLOYMENT IS TERMINATED 

BECAUSE OF A TENDER OFFER ........................................................................................................................................ 18 

5 INDEPENDENT EXPERT REPORT ................................................................................................................... 20 

6 REASONED OPINION OF THE BOARD OF DIRECTORS OF INFOVISTA .............................................. 46 

7 INTENTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF INFOVISTA .......................... 49 

8 ADDITIONAL INFORMATION ON INFOVISTA ............................................................................................ 50 

9 PERSONS TAKING RESPONSIBILITY FOR THE REPLY DOCUMENT .................................................. 51

1 OVERVIEW OF THE SIMPLIFIED TENDER OFFER PRESENTED BY PROJECT 

METRO ACQUCO 

1.1 Reminder of the terms of the Offer 

Project Metro Acquco is a French société par actions simplifiée with a share capital of 1,000 euros, whose 

registered office is located at 102, avenue des Champs Elysées, 75008 Paris, registered with the Paris Trade 

and Companies Registry under number 538 584 178 (the “Offeror” or “Acquco”). 

InfoVista is a French société anonyme with a share capital of 8,899,219.98 euros, whose registered office is 

located at 6, rue de la Terre de Feu, 91940 Les Ulis, and registered with the Trade and Companies Registry 

in Evry under number 334 088 275 (“InfoVista” or the “Company”). InfoVista’s shares are admitted to trading 

in compartment C of the regulated market of NYSE Euronext Paris under ISIN FR0004031649. 

Pursuant to Title III of Book II and more specifically Articles 233-1 2°), 234-2 and following of the AMF 

General Regulations, the Offeror filed, on January 30, 2012, a draft simplified tender offer to acquire 

InfoVista’s shares (the “Offer”). 

In accordance with Article 231-6 of the AMF General Regulations, the Offer is for all outstanding InfoVista 

shares not directly or indirectly held by the Offeror, except for the 344,746 treasury shares held by InfoVista. 

Therefore, the Offer is for 5,307,599 shares, representing 32.21 % of the capital of the Company. 

The Offer is also for all tenderable shares issuable upon exercise of the 227,725 options to subscribe new 

shares and 156,050 options to acquire existing shares (the “Options”) that have been awarded and are 

currently exercisable. Each Option entitles its holder to acquire one InfoVista share. 

However, the Offer does not extend to shares issued upon exercise of the 205,250 Options awarded to the 

managers of the Company (the “Managers’ Options”), whose transfer is governed by the investment 

agreement entered into between the Offeror and the Managers on December 20, 2011, the main provisions 

of which are described in Section 1.3.2 below (the “Investment Agreement”). Nor does the Offer extend to 

shares resulting from the exercise of the Options (other than the Managers’ Options) covered by the Options 

Liquidity Agreements (as defined below) referred to in the Investment Agreement, the main terms of which 

are described in Section 1.3.2 below. 

For the avoidance of doubt, the Offeror specifies that the Offer does not extend to any InfoVista shares 

resulting from the exercise of the 1,178,060 bons de souscription et/ou d’acquisition d’actions remboursables 

(warrants to acquire new or existing redeemable shares - the “BSAAR”) issued by InfoVista. 

In compliance with Article 231-13 of the AMF General Regulations, Bryan, Garnier & Co., as the bank 

presenting the Offer, filed the draft Offer with the AMF on January 30, 2012, and guarantees the content and 

irrevocable nature of the commitments made by the Offeror in connection with the Offer. 

On the commencement date of the Offer, Acquco will hold 67.11 % of the capital and voting rights of InfoVista 

(after deduction of treasury shares) and the Offer will therefore be conducted in accordance with the 

simplified procedure described in Articles 233-1 and following of the AMF General Regulations. 

The board of directors of the Company has called a specially convened ordinary meeting of InfoVista’s 

shareholders to be held on February 8, 2012, to approve, in particular, a special distribution in the amount of 


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1.40 euros per share (the “Special Distribution”), i.e., a total distribution of 23,072,051.80 euros (the capital 

consisting of 16,480,037 shares) 1 to be paid out before the commencement date of the Offer. 

The Offeror has expressed its intention to vote in favor of this Special Distribution. The ex-dividend date for 

the Special Distribution will be February 9, 2012 and it will be paid out on February 14, 2012. 

The shareholders will therefore be asked to tender their shares to the Offer for a price of 3.65 euros, exspecial 

dividend. 

The Offer will be effective for a period of 20 trading days. 

1.2 Background to the Offer 

In the year 2011, the Offeror expressed an interest in acquiring a controlling stake in the Company. On 

December 20, 2011, Acquco acquired through a competitive bidding process 10,827,692 InfoVista shares 

representing 65.70% of the capital InfoVista, i.e., 67.11% of its voting rights after deduction of treasury 

shares. In connection with this acquisition an Investment Agreement was entered into, the main terms of 

which are described in Section 1.3.2 below. 

InfoVista’s shares being admitted to trading in Compartment C of the regulated market of NYSE Euronext 

Paris, Acquco filed a simplified tender offer with the AMF, in respect of all the InfoVista shares it did not hold, 

for a price of 3.65 euros per share, in accordance with, inter alia, Articles 233-1 and 234-2 of the AMF 

General Regulations. 

Acquco’s shares are held by Project Metro Holdings, a French société par actions simplifiée with a capital of 

1,000 euros, whose registered office is located at 102, avenue des Champs-Elysées, 75008 Paris, registered 

with the Paris Trade and Companies Registry under number 538 589 110. 

All the shares of Project Metro Holdings SAS are held by Project Metro Holding SCA, a société en 

commandite par actions organized under the laws of Luxembourg, whose registered office is located at 1A, 

rue Thomas Edison, L-1445 Strassen, Luxembourg (“Project Metro Holding SCA”). The managing general 

partner (gérant commandité) of Project Metro Holding SCA is Project Metro S.à.r.l., a Luxembourg société à 

responsabilité limitée registered with the Luxembourg trade and companies registry under number B 165279. 

Finally, 100% of the capital of Project Metro Holding SCA is directly or indirectly held by Thoma Bravo Fund 

IX Limited Partnership (“Thoma Bravo”), an American company whose registered office is located at 300, 

North LaSalle Street, Chicago, IL, 60654 United States, and whose general partner is Thoma Bravo Fund IX 

General partnership, whose registered office is located at 300, North LaSalle Street, Chicago, IL, 60654 

United States, registered in the state of Delaware under number 4426450. 

Thoma Bravo also owns the entire capital of Project Metro S.à.r.l., the managing general partner of Project 

Metro Holding SCA. 

In compliance with Article 261-1 of the AMF General Regulations, the board of directors of the Company 

appointed the firm Ricol & Lasteyrie as independent expert for the purpose of this Offer. The report prepared 

by Ricol & Lasteyrie is copied below. 

1 i.e., an actual payment of 22,589,407.40 euros given the 344,746 treasury shares existing on the date hereof; the dividend 

corresponding to these treasury shares, i.e., 482,644.40 euros, will be credited to the “retained earnings” account. 


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1.3 Terms of acquisition of the block of shares 

1.3.1 Share Purchase Agreements 

On December 20, 2011 (the “Block Transfer Date”), Acquco entered into 16 share purchase agreements 

governed by French law (the “Share Purchase Agreements”), pursuant to which Acquco acquired, through 

over-the-counter transactions, a total of 10,827,692 shares representing the 65.70% of the share capital and 

voting rights of InfoVista (the “Controlling Block”). The Offeror thus acquired 67.11% of the share capital 

and voting rights, after deduction of the treasury shares from the total share capital of the Company. 

The Share Purchase Agreements provide that Acquco is to acquire shares composing the Controlling Block 

for a price of 5.05 euros per share, payable as follows: 

- 3.65 euros per share (i.e., a total amount of 39,521,075.80 euros) paid on the Block Transfer Date; 

- the balance (the “Balance of the Price”), in the amount of 1.40 euros per share (i.e., a total amount 

of 15,158,768.80 euros), payable on or before the earlier of the following dates: 

(i) 90 calendar days after the Block Transfer Date, i.e., on or before March 20, 2012, or 

(ii) the expiration date of the Offer. 

Thoma Bravo also guaranteed the payment of the Balance of the Price by Acquco. 

In addition the assignment of the payment of the Balance of the Price (the “Assignment of Payment”) was 

provided pursuant to which InfoVista, acting in the name and on behalf of the Offeror, is to make this 

payment directly to the shareholders having signed the Share Purchase Agreements, at the time of payment 

of the Special Distribution. 

1.3.2 Investment Agreement 

On December 20, 2011, Acquco also entered into an Investment Agreement governed by French Law (the 

“Investment Agreement”) with the managers of the Company (the “Managers”). The Investment Agreement 

includes the following provisions: 

Commitments for the sale and contribution of the BSAAR held by the Managers 

Under the Investment Agreement, the Managers agreed to sell a portion of their BSAAR to Acquco and to 

contribute the rest to Project Metro Holding SCA as soon as possible after the Block Transfer Date and no 

later than March 31, 2012 (the “Initial Closing Date”), as follows: 

- Commitment by the Managers to sell to Acquco the number of BSAAR specified below (each 

BSAAR entitling its holder to one InfoVista share), at a price of 1.54 euros per BSAAR paid in cash 

on the Initial Closing Date, corresponding to the difference between the Offer price before the exdividend 

date for the Special Distribution (i.e., 5.05 euros per share) and the exercise price of each 

BSAAR (i.e., 3.51 euros) (the “Transferred BSAAR”): 


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- Commitment by the Managers to contribute to Project Metro Holding SCA, on the Initial Closing 

Date, the number of BSAAR (the « Contributed BSAAR ») specified below (each BSAAR entitling its 

holder to one InfoVista share), for a consideration of 1.54 euros per BSAAR, corresponding to the 

difference between the Offer price before the ex-dividend date for the Special Distribution (i.e., 5.05 

euros per share) and the exercise price of each BSAAR (i.e., 3.51 euros). The number and value of 

the relevant BSAAR are as follows: 

Transferors 

Transferors 

Number of 

Transferred 

BSAAR 

Number of 

contributed 

BSAAR 

Philippe Ozanian 389,610 €599,999.40 

Manuel Stopnicki 32,468 €50,000.72 

Vikas Trehan 22,727 €34,999.58 

David Forlizzi 14,286 €22,000.44 

Marc Benrey 29,221 €45,000.34 

Total 488,312 €752,000.48 


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Purchase price of the 

BSAAR 

(€1,54 per BSAAR) 


Manuel Stopnicki 67,532 €103,999.28 

Vikas Trehan 32,273 €49,700.42 


Marc Benrey 70,779 €108,999.66 

Total 489,748 €754,211.92 

Consideration for the 

BSAAR (€1.54 per BSAAR) 

As compensation for their contributions, US tax resident Managers will receive class 1 limited 

partner’s shares (actions de commanditaires) issued by Project Metro SCA and giving them the 

same economic rights as those granted to Thoma Bravo, in proportion to their investment. On top of 

this, the remainder of the contributions made by the Managers will be compensated by offsetting 

against class 1 preferred equity certificates (“PECs 1”) and class 2 preferred equity certificates 

(“PECs 2”, and together with PECs 1 “PECs”) issued by Project Metro SCA, on the same terms and 

conditions as Thoma Bravo. 

As compensation for his contribution, the French resident Manager Mr. Marc Benrey will receive 

class 2 limited partner’s preferred shares (actions de commanditaires de préférence) issued by 

Project Metro SCA and giving him the same economic rights as those granted to Thoma Bravo and 

the other transferors in respect of their PECs and class 1 limited partner’s shares, in proportion to his 

investment. 

After these contributions, Thoma Bravo and each of the US tax resident transferring Managers 

mentioned above will be pari passu as to the breakdown of their investment in Project Metro SCA 

into equity (class 1 limited partner’s preferred shares) and quasi-equity (PECs), except for the holder 

of class 2 shares, which are to be reinvested solely in equity.

The PECs 1 referred to above will bear interest at a rate �ranging from 7.72% to 8.12%� per year, 

payable on the anniversary date of the subscription for PECs 1 by Thoma Bravo and the relevant 

transferring Managers. The redemption of the principal amount of the PECs 1 (plus any unpaid 

interest accrued thereon) will occur (i) at the redemption date, which is the thirtieth anniversary of the 

initial subscription date of the PECs 1 or (ii) at any time, in whole or in part, at the sole option of 

Project Metro Holding SCA; in the event of the liquidation of Project Metro Holding SCA, PECs 

subscribers will not be entitled to request any redemption before the above-mentioned redemption 

date. 

The PECs 2 referred to above will bear interest at a rate �ranging from 9.03% to 9.43%� per year, 

payable on the anniversary date of the subscription for PECs 2 by Thoma Bravo and the relevant 

transferring Managers. The redemption of the principal amount of the PECs 2 (plus any unpaid 

interest accrued thereon) will occur (i) at the redemption date, which is the thirtieth anniversary of the 

initial subscription date of the PECs 2 or (ii) at any time, in whole or in part, at the sole option of 

Project Metro Holding SCA; in the event of the liquidation of Project Metro Holding SCA, PECs 

subscribers will not be entitled to request any redemption before the above-mentioned redemption 

date. 

The class 2 limited partner’s preferred shares received by the French tax resident transferring 

Manager as compensation for his Contributed BSAAR carry a preferred dividend right reflecting the 

economic rights attached to PECs. The other terms and conditions of class 2 limited partner’s 

preferred shares are identical to those of class 1 limited partner’s shares. 

The reinvestment by all the Managers of a portion of their BSAAR into Project Metro Holding SCA 

will account for approximately 11.26% of Project Metro Holding SCA’s equity and 1.69% of its PECs. 

Therefore, the capital and quasi-equity (PECs) of Project Metro Holding SCA are owned as follows: 

- Thoma Bravo: 98.20% of equity and quasi-equity, broken down as follows: 

� 41,035,382 class 1 shares, representing 88.74% of the shares; and 

� 4,062,502,764 PECs, representing 98.31% of the PECs, including 1,625,001,046 

PECs 1 and 2,437,501,718 PECs 2 

- The Managers, collectively: of equity and quasi-equity, broken down as follows: 

Managers Shares PECs 1 PECs 2 

David Forlizzi 22,022 class 1 shares 871,208 

1,306,814 

Philippe Ozanian 599,984 class 1 shares 23,759,982 

Vikas Trehan 34,958 class 1 shares 1,386,000 

Manuel Stopnicki 50,050 class 1 shares 1,980,008 

Marc Benrey 4,500,034 class 2 

shares 

Total 5,207,048 (11.26% of 

the shares) 


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27,997,198 (1.69% of 

PECs 1) 

35,639,974 

2,079,000 

2,970,014 

0 0 

41,995,802 (1.69% of 

PECs 2)

As a result, the contributed BSAAR held by Project Metro Holding SCA will be transferred to Project 

Metro Holdings SAS, then to Project Metro Acquco, at a price equal to the compensation for the 

BSAAR, i.e., 1.54 euros per BSAAR. 

Commitments to sell shares resulting from the exercise of Options by the Managers 

Moreover, all the Managers holding Options (that is, all the Managers except Vikas Trehan) have agreed to 

exercise their Options (the “Exercised Options”) and sell the resulting shares to the Offeror on the date 

chosen by Thoma Bravo, but no sooner than the expiration date of the Offer and no later than September 30, 

2012 (the “Deferred Closing Date”), at the price of 3.65 euros per share after the ex-dividend date for the 

Special Distribution. This commitment is for the number of shares resulting from the exercise of Options and 

for the transfer price indicated in the table below: 

Transferors 

Number of shares 

resulting from the 

exercise of Options 


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Purchase price of the shares 

resulting from the exercise of 

Options 

(€ 3.65 per share). 


Manuel 

Stopnicki 

65,000 €237,250.00 


Marc Benrey 22,000 €80,300.00 

Total 205,250 €749,162.50 

The purchase price of the shares resulting from the exercise of Options may be adjusted, if appropriate, in 

the event of corporate actions in accordance with Article L.225-181 of the French Commercial Code. 

Signature of a shareholders’ agreement regarding the shares of Project Metro Holding SCA 

pursuant to the Investment Agreement, the Managers, Thoma Bravo and Project Metro S.à r.l will sign, on 

the initial Closing Date, a shareholders’ agreement regarding the shares of Project Metro Holding SCA (the 

“Shareholders’ Agreement”), the main provisions of which will be the following : 

- the managers of Project Metro Holding SCA and its subsidiaries shall obtain the prior consent of one 

of the directors appointed on the nomination of Thoma Bravo for any material decision as listed in 

the Shareholders’ Agreement; 

- Mr. Philippe Ozanian will continue to serve as Chairman of the board and CEO (Directeur Général) 

of InfoVista; the provisions of the Shareholders’ Agreement relating to the governance of Project 

Metro Holding SCA will apply mutatis mutandis to InfoVista and its subsidiaries; 

- the Managers may not transfer their Project Metro Holding SCA securities before the expiration of a 

period of 10 years following the conclusion of the Shareholders’ Agreement, except in the limited 

cases specified by the Shareholders’ Agreement (such as transfers to spouses, children and holding

companies owned by the Managers) and except for transfers resulting from any of the provisions of 

the Shareholders’ Agreement; 

- the Managers are entitled to maintain their equity interest in Project Metro Holding SCA in the 

proportion that their shares bear to the capital before any immediate or future issue of shares is 

decided, subject to the limited exceptions set out in the Shareholders’ Agreement; 

- Thoma Bravo has a pre-emptive right to acquire any securities a Manager proposes to transfer; 

- under certain circumstances, the Managers have a proportional tag-along right; 

- under certain circumstances, Thoma Bravo has an irrevocable put option (promesse d’achat) on all 

the securities of Project Metro Holding SCA held by the Managers; 

- in addition, each Manager grants Thoma Bravo an irrevocable call option (promesse de vente) in 

respect of their Project Metro Holding SCA securities, exercisable upon the occurrence of specifically 

defined events (standard “cessation of service” provisions); 

- the Managers agree to vote in favor of any resolution and to cooperate in any initial public offering of 

Project Metro Holding SCA that Thoma Bravo may contemplate; in the event of a secondary public 

offering, the Managers will be entitled to sell proportionally the same number of shares as Thoma 

Bravo; 

- Thoma Bravo may cause Project Metro Holding SCA to effect a “Registration” of its shares, 

especially on the American markets and in accordance with American law; the Managers will be 

entitled to a proportionate participation in this Registration; 

- Messrs. Philippe Ozanian, David Forlizzi and Vikas Trehan are bound by a non-compete and an 

exclusivity covenant. 

Liquidity Agreements with Option and BSAAR holders other than the Managers (the “Beneficiaries”) 

The Managers have agreed to use their best efforts, as of the Block Transfer Date, to enable Acquco to enter 

into liquidity agreements with the holders of Options and BSAAR other than the Managers (the “Option 

Liquidity Agreements” and “BSAAR Liquidity Agreements”) pursuant to which: 

- A call option is granted to Acquco in respect of the BSAAR and the shares resulting from the 

exercise of the Options by the Beneficiaries, for the same consideration as the Exercised Options or 

Transferred BSAAR, which option is exercisable for a period of three months from the 

commencement date of the Offer; and 

- a put option is granted to the Beneficiaries under which they may sell to Acquco, for the same price, 

their BSAAR and the shares resulting from the exercise of the Options; this put option is exercisable 

for a period of one month from the expiry of the call option exercise period; it being specified that the 

Beneficiaries have agreed to exercise their Options if the Offeror exercises the call options granted 

to Acquco. 

As at the date hereof, no Option Liquidity Agreement and two (2) BSAAR Liquidity Agreements were entered 

into, in respect of a total of zero (0) Options and 200,000 BSAAR (representing all the BSAAR not covered 

by the Investment Agreement) i.e., a total of 200,000 shares. 

Establishment of a profit-sharing scheme 

After the Offer and the squeeze-out procedure that will follow, if applicable, Project Metro Holding SCA will 

set up a profit-sharing scheme for the benefit of the Managers and other key individuals. Under this scheme 


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share warrants (the “Warrants”) would be issued, which have the following main characteristics, it being 

specified, however, that the technical terms of this plan may be subject to post-Offer adjustments to optimize 

said terms. The awardees will not be entitled to any guaranteed exit price or price supplement: 

- the Warrants will become exercisable successively as follows: (a) 50% over a period of 4 years 

following their issuance and (b) 50% if annual performance targets are achieved over a period of 4 

years; 

- the Warrants exercise period may be accelerated in the event of a change in control event of Project 

Metro Holding SCA; 

- these Warrants will entitle their holders to subscribe at par limited partners’ shares of Project Metro 

Holding SCA, depending on their country of tax residence, which shares will be subject to a lock-up 

period expiring in 2022 under the Shareholders Agreement; 

- the Warrant holders will forfeit their rights, under certain circumstances and in certain proportions, if 

they leave the group before the agreed upon exercise period (standard “cessation of service” 

provisions); 

- no liquidity is guaranteed to the awardees after they exercise their Warrants. 

The Warrants will represent no more than 10% of the equity investment of the current shareholders of 

Project Metro Holding SCA in that company and will be awarded to the officers and employees of the 

Company. 

Amendments to the Managers’ employment contracts 

In accordance with the provisions of the Investment Agreement, Mr. Philippe Ozanian’s employment 

agreement governed by French Law dated September 7, 2000, pursuant to which he served as Vice 

Executive President in charge of global operations, was terminated. On December 20, 2011, a new 

agreement governed by U.S. Law was entered into with Project Metro Inc., a sister company of Project Metro 

Holding SCA. Under this new agreement, Mr. Philippe Ozanian now serves as Chairman of the board and 

CEO of Project Metro Inc. and holds management positions within the group. His fixed annual compensation 

was increased only to compensate the loss of benefits he previously had under French social security laws. 

The other provisions of his current employment agreement remain unchanged, subject to certain 

adjustments required under U.S. law, to which the agreement is now subject. 

Furthermore, the Investment Agreement provides that the employment agreements of the other Managers 

(namely, Messrs. Vikas Trehan, Marc Benrey, David Forlizzi and Manuel Stopnicki) will have to be amended, 

though not substantially, by a written agreement. 

Other provisions of the Investment Agreement 

The Investment Agreement also contains a list (identical to that contained in the Shareholders’ Agreement) 

of the decisions that, during the interim period until the signature of the Shareholders’ Agreement (that is, 

until the Initial Closing Date), will require the prior approval of a representative of Thoma Bravo on the board 

of directors of InfoVista. 

Furthermore, as collateral for the commitments to transfer the Transferred BSAAR and the commitments to 

contribute the Contributed BSAAR, Messrs. Manuel Stopnicki, David Forlizzi and Vikas Trehan entered into, 

on December 20, 2011, statements of pledge of securities accounts] for the benefit of the Offeror, in respect 

of the following BSAAR: 


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Managers 


- 11 - 

Number of BSAAR in the pledged 

securities account 

Manuel Stopnicki 100,000 

David Forlizzi 38,375 

Vikas Trehan 55,000 

TOTAL 193,375 

Finally, the Investment Agreement contains standard representations and warranties for the benefit of the 

Offeror.

2 TIES BETWEEN THE COMPANY AND THE OFFEROR 

Prior to the negotiations for the acquisition of the Controlling Block, there were no ties between Acquco and 

the Company or their respective officers and directors, nor was the Company a party to any agreement with 

Acquco. 

3 AGREEMENTS THAT MAY AFFECT THE ASSESSMENT OR OUTCOME OF THE 

OFFER 

Except for the agreements described in Section 1.3 above and the facts detailed below, the Company is not 

aware of any agreement that may have a significant influence on the assessment or outcome of the Offer. 


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4 INFORMATION ON THE COMPANY 

4.1 Share ownership of the Company 

As far as the Company is aware, before the transfer of the Controlling Block, the capital and voting rights of 

InfoVista were owned as follows: 

Shareholder Number of shares 


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% of share capital and 

voting rights 

TOTAL EMANCIPATION 3,250,856 19.73% 

Emancipation Capital Master Ltd 1,500,958 9.11% 

Emancipation Capital SPV I LLC 1,749,898 10.62% 

TOTAL ODYSSEE 2,476,919 15.03% 

Oddo Innovation 1 21,000 0.13% 



Capital Innovation 211,000 1.28% 

Capital Innovation 2 343,648 2.09% 

Croissance Innovation 35,900 0.22% 

Equilibre Innovation 55,000 0.33% 

Boursinnovation 663,640 4.03% 

Capital Proximité 99,500 0.60% 

UFF Innovation 6 466,560 2.83% 

Odyssée Innovation 42,066 0.26% 

Capital Proximité 2 208,500 1.27% 

Cap Innovation 2007 126,156 0.77% 

Odyssée Innovation 2 13,441 0.08% 

Boursinnovation 3 60,508 0.37% 

Gensym Cayman L.P 1,045,043 6.34% 

Total RAININ GROUP 811,328 4.92% 

Kenneth Rainin Charitable Lead Annuity 

Trust N°1 dtd 3/26/90 


Trust N°2, dtd 3/26/90 

270,442 1.64% 

270,443 1.64%



Trust N°3, dtd 3/26/90 


- 14 - 


voting rights 

270,443 1.64% 

ARGOS 562,000 3.41% 

TOTAL TINGAUD 541,490 3.29% 

EURL Alain Tingaud Innovations 470,000 2.85% 

Alain Tingaud 71,490 0.43% 

TOTAL SOPHROSYNE CAPITAL LLC 493,898 3.00% 

Compass Offshore HTV PCC Limited 72,711 0.44% 

Compass HTV LLC 59,487 0.36% 

Sophrosyne Technology Fund Ltd 361,700 2.19% 

HERALD INVESTMENT TRUST PLC 300,000 1.82% 

TRISTAN PARTNERS LP 296,131 1.80% 

RUFFER EUROPEAN FUND 200,000 1.21% 

MALKO TRUST 175,217 1.06% 

EDALE EUROPE MASTER FUND 

LIMITED 

156,224 0.95% 

TOTAL BNP 152,963 0.93% 

Antin FCPI 4 9,314 0.06% 

Antin FCPI 5 12,680 0.08% 

Antin FCPI 6 16,804 0.10% 

Antin FCPI 7 14,720 0.09% 

Antin FCPI 8 61,590 0.37% 

Antin FCPI 9 37,855 0.23% 

PLUVALCA FRANCE SMALL CAPS 126,106 0.77% 

TOTAL JUPITER 121,517 0.74% 

Jupiter Global Fund – Jupiter Europa 110,799 0.67% 

Lyxor / Jupiter Europa Hedge Fund 10,718 0.07% 

FCP 123 CONVICTIONS 118,000 0.72% 

TREASURY SHARES 382,934 2.32% 

PUBLIC (OTHER) 5,269,411 31.97% 

TOTAL 16,480,037 100.00%

As far as the Company is aware and based on the information available on the date of filing this draft reply 

document, after the transfer of the Controlling Block, the capital and voting rights of InfoVista are owned as 

follows: 



- 15 - 


voting rights 

PROJECT METRO ACQUCO SAS 10,827,692 65.70% 

TREASURY SHARES 382,934 2.32% 

PUBLIC 5,269,411 31.97% 

TOTAL 16,480,037 100.00% 

4.2 Restriction on the exercise of voting rights and on the transfer of shares of the Company, 

provisions brought to the knowledge of the Company 

The bylaws of the Company do not provide for any restriction on the exercise of voting rights. 

Nor do they restrict the free transfer of shares. However, article 12 of the bylaws of the Company provides 

that if a shareholder, acting alone or in concert with others, exceeds the 2% share ownership or voting rights 

threshold, that shareholder must so notify the Company within 5 trading days. This notification should be 

renewed whenever a percentage threshold that is a multiple of 2 is exceeded, up to 50%, failing which one or 

more shareholders of the Company representing more than 2% of the capital or voting rights of the Company 

may request the suspension of the voting rights attached to the shares in excess of the threshold in respect 

of which the notification requirement was not met, until the expiration of a period of two years from the date 

the failure to comply with the notification requirement is remedied. 

No agreement among the shareholders was brought to the knowledge of the Company pursuant to Article 

L. 233-11 of the French Commercial Code. 

4.3 Direct or indirect holdings in the capital of the Company, as far as it is aware 

Subject to the following and as far as the Company is aware, on the date of this draft reply document, the 

capital of the Company is owned as indicated in Section 4.1 above. 

On January 16, 2012, BRED Banque Populaire notified the Company that it had exceeded the threshold of 

5% of the capital and voting rights of InfoVista and that it then held 5.49% of the capital and voting rights of 

the Company. This information was published on the AMF website on January 19, 2012. 

Since the beginning of the current fiscal year on July 1 st , 2011, the Company has not received any 

notification of crossing of statutory voting right ownership thresholds, other than the notification described 

above and those made by the Offeror in connection with the acquisition of the Controlling Block. 

4.4 List of holders of securities carrying special control rights 

In accordance with Article 12 of the Company’s bylaws, the shares issued by the Company all carry the 

same rights. The shares of the Company entitle their holders to vote and be represented at the shareholders’ 

meetings in the manner prescribed by law and none of the Company’s securities carries special control 

rights.

4.5 Control mechanisms provided for in any employee shareholding system, where control rights 

are not exercised by employees 

The Company has not established any employee shareholding system in which control rights are not 

exercised by employees. 

4.6 Shareholders’ agreements of which the Company is aware that may lead to restrictions on the 

share transfers and on the exercise of voting rights 

Except for the Shareholders’ Agreement entered into under the Investment Agreement as described in 

Section 1.3.2 above, the Company is not aware of any agreement among the shareholders that may lead to 

restrictions on the share transfers and on the exercise of voting rights. 

4.7 Composition of the governing bodies of InfoVista 

On the date of filing this draft reply document, the board of directors of InfoVista was composed as follows: 

- Mr Philippe Ozanian, President, 

- Mr Robert Sayle, 

- Mr James Kevin Lines. 

4.8 Rules for appointing and replacing the members of the board of directors 

The Company is managed by a board of directors composed of no less than three members and no more 

than 18 members, in accordance with the law. During the life of the Company, the directors are appointed or 

replaced by the ordinary shareholders’ meeting. 

Article 13 of the bylaws of the Company provides that the directors are appointed for a one-year term. Each 

director is required to own at least one share of the Company through his term of office. 

The bylaws of the Company also provide that the number of directors who are 75 years of age or older may 

not exceed one third of the members of the board of directors. If this limit is reached, the oldest director is 

automatically deemed to be resigning at the next shareholders’ meeting. 

Moreover, the Shareholders’ Agreement entered into under the Investment Agreement described in Section 

1.3.2 provides that Mr. Philippe Ozanian will remain in office as a director, President and CEO of the 

Company for renewable one-year terms. 

4.9 Rules for amending the bylaws of the Company 

The special shareholders’ meeting of the Company has authority to amend the bylaws, in accordance with 

applicable statutory and regulatory provisions, it being specified that the Shareholders’ Agreement entered 

into under the Investment Agreement described in Section 1.3.2 provides that any proposed amendment 

submitted to the special shareholders’ meeting will require the prior approval of one of the directors 

appointed on the nomination of Thoma Bravo. 

4.10 Powers of the board of directors, in particular as to the issuance or buyback of shares 


- 16 -

The board of directors is responsible for setting the general direction of the Company’s operations and for 

overseeing its implementation. Subject to the powers expressly granted to the shareholders’ meetings and 

within the limits of the corporate purpose, the board examines any matter affecting the smooth operation of 

the Company and makes decisions on the matters that concern it. 

In dealings with third parties, the Company is bound by the acts of the board, even if they exceed the 

corporate purpose, unless the Company can prove that the third party knew that the act exceeded that 

purpose or could not have been unaware of it given the circumstances, it being specified, as provided by the 

law, that the publication of these bylaws alone does not constitute sufficient proof thereof. 

The board of directors may conduct any audit or inspection it deems appropriate. The president or the CEO 

is responsible for providing each director with all the documents necessary to carry out that task. 

In the discharge of its statutory or regulatory, the board of directors examines regularly the general direction 

of the Company. The board of directors authorizes all guarantees, sureties and endorsements that the 

Company may grant to third parties and examines their maximum amount. 

The board of directors may decide to form committees to examine any matter on which the board or its 

chairman may require their opinion. It establishes the composition and duties of the committees operating 

under its supervision and establishes the compensation of their members. 

Moreover, the Shareholders’ Agreement entered into under the Investment Agreement, the key provisions of 

which are described in Section 1.3.2, provides that material decisions require the prior approval of one of the 

directors appointed on the nomination of Thoma Bravo. 

In addition to the general authority conferred upon it, the board of directors has received the following 

delegations of authority: 

Type of delegation of authority Date of 

shareholders’ 

meeting 

Delegation of authority given to the board 

to increase the capital by capitalizing 

reserves, profits, premiums or other sums 

permitted to be capitalized. 


to increase the capital to compensate inkind 

contributions made to the Company. 


to complete a rights issue reserved for the 

participants in a company savings plan 

(plan d’épargne d’entreprise), by issuing 

up to 500,000 shares of common stock, 

without any preemptive right being granted 

to the employees of the Company and 

companies related to it. 


to complete a rights issue reserved for the 

participants in a company savings plan, by 

issuing up to 500,000 shares of common 

stock, without any preemptive right being 

granted to the employees of the Company 


- 17 - 

Expiration of the 

delegation 

11/16/2011 26 months from 

the meeting, i.e., 

01/15/2014 

11/16/2011 26 months from 


01/15/2014 

02/07/2008 5 years from the 

meeting, i.e., 

02/09/2013 

12/15/2009 5 years from the 


12/15/2014 

Restrictions 

Reserves, share 

premiums, profits as 

legally available 

10% of the capital 

500,000 shares 

500,000 shares

and companies related to it. 

Delegation of authority to be given to the 

board to buy back the shares of the 

Company under a share buyback scheme, 

pursuant to Article L.225-209 of the French 

Commercial Code 


to reduce the capital by cancelling shares 

previously bought back under a share 

buyback scheme, pursuant to Article L.225- 

209 of the French Commercial Code. 

Delegation of authority to be given to the 

board to reduce the capital by cancelling 

shares purchased under a share buyback 

tender offer, pursuant to Article L.225-207 

of the French Commercial Code. 

Authorization for the board to award free 

shares, whether existing or to be issued. 

Authorization for the board to award 

options to purchase existing shares. 

11/16/2011 18 months from 


05/15/2013 

11/16/2011 1 year from the 


11/15/2012 

11/16/2011 1 year from the 


11/15/2012 

11/16/2011 38 months from 


01/15/2015 

11/16/2011 38 months from 


01/15/2015 


- 18 - 

10% of the capital, in 

an aggregate amount 

not to exceed 

7,000,000 euros, at a 

maximum purchase 

price of 6 euros per 

share 

10% of the capital 

over 24 months 

2,500,000 shares, at 

a maximum purchase 

price of 6 euros per 

share and a 

maximum overall 

price of 10,000,000 

euros 



4.11 Agreements entered into by the Company that are amended or terminated in the event of a 

change in control of the Company 

To the best of the Company’s knowledge, the Offer does not entail the amendment or the termination of any 

agreement entered into InfoVista that may have a material adverse effect on the interest of the Company. 

4.12 Agreements providing for compensation to be paid to the members of the board of directors 

or the employees if they resign or are terminated without cause or if their employment is 

terminated because of a tender offer 

To the best of the Company’s knowledge, there is one agreement governed by the laws of the State of 

Virginia, between Project Metro Inc. and Mr. Philippe Ozanian, defining the sums payable to Mr. Philippe 

Ozanian in the event of termination of his employment with Project Metro Inc. These sums may be paid in 

the event of dismissal that may be considered as a dismissal without cause under French law (licenciement 

sans cause réelle et sérieuse) and, in certain circumstances, in the event of the resignation of Mr. Philippe 

Ozanian. These payments are calculated as follows: 

- an amount equal to his fixed gross annual salary as at the date of his termination, minus eighty 

thousand, four hundred sixty (80,460) US dollars, plus

- an amount equal to the higher of: 

(i) the annual bonus paid to Mr. Philippe Ozanian in the fiscal year preceding his 

termination; or 

(ii) the bonus that would have been paid to Mr. Philippe Ozanian for his performance 

during the fiscal year of his termination, calculated on an annual basis; this annual 

basis will be calculated based on the bonus to which Mr. Philippe Ozanian would have 

been entitled given his performance during the portion of the fiscal year up to his 

separation. 

In addition to these payments, Mr. Philippe Ozanian would be entitled to supplemental health benefits 

provided by Project Metro Inc. during a 12-month period following his separation. 


- 19 -

5 INDEPENDENT EXPERT REPORT 

Simplified Tender Offer made by Project Metro Acquco SAS for the 

shares of InfoVista 

Report of the independent expert - Ricol Lasteyrie 

In connection with the simplified tender offer (“the Offer”) initiated by Project Metro Acquco SAS 

(“Project Metro” or “the Offeror”) for the shares of InfoVista (“the Company”), we were asked, as the 

independent expert appointed by the Company, to evaluate the fairness of the financial terms and conditions 

of the Offer. 

Our appointment by the Board of Directors at its meeting on December 20, 2011, was based on Article 261- 

1 I of the General Regulations of the French financial markets authority (Autorité des Marchés Financiers – 

AMF) in view of the possibility that the Offer may generate conflicts of interest within the Board of Directors, 

especially given that (i) at the time the Offer is filed, the Company will already be controlled by the Offeror, 

within the meaning of Article 233-3 of the French Commercial Code, and (ii) agreements were entered into 

between the Company’s managers and the Offeror for the takeover of InfoVista. We were also asked, in 

accordance with Article 261-1 II, to issue an opinion on the fairness of the compensation to be offered to 

shareholders in case of a possible squeeze-out. 

The price offered to the Company’s minority shareholders, €3.65 per share after distribution of a special 

dividend, corresponds to the price of the sale to Project Metro by 16 investors of 10,827,692 shares 

representing 65.70% of capital equity before dilution and 61.18% after dilution and exclusion of treasury 

shares. Managers who hold BSAAR warrants or options to subscribe to and/or to acquire shares (“the 

Options”) potentially representing 6.69% of equity after dilution and exclusion of treasury shares have agreed 

to sell or contribute their warrants and sell the shares resulting from exercise of their Options based on the 

same value. 

An exceptional distribution of €1.40 will be brought to a vote at a specially convened ordinary general 

meeting on February 8, 2012. The Offeror has stated its intention to vote in favor of this exceptional 

distribution. The shares will go ex-dividend on February 9, 2012 for payment on February 14, 2012. 

We have carried out our examinations in accordance with the provisions of Article 262-1 of the AMF General 

Regulations and its implementing instruction No. 2006-08 of July 25, 2006 relative to fairness opinions 

(augmented by the AMF’s recommendations of September 28, 2006, amended on October 19, 2006 and 

July 27, 2010). Our examinations are described in Part 3 and detailed in Appendix 5. 

To accomplish our assignment, we made use of documents and information transmitted to us by the 

Company and its advisors, for the accuracy of which we cannot vouch. Consistent with accepted practice in 

fairness opinions, we did not audit or examine the historical and forecast data used, but limited our checks to 

the likelihood and consistency of the data. 


- 20 -

1. Overview of the transaction 

1.1 Companies involved in the transaction 

1. 11 Overview of the Offeror 

Project Metro is a French société par actions simplifiée with registered capital of €1,000. It is a vehicle 

created specifically for the acquisition, having no prior activity. It is controlled by funds managed by the U.S. 

private equity fund Thoma Bravo. 

Project Metro is held by Project Metro Holdings, a French société par actions simplifiée with registered 

capital of €1,000, which is wholly owned by Project Metro SCA, a société en commandite par action 

organized and existing under the laws of the Grand Duchy of Luxembourg. Thoma Bravo directly or indirectly 

holds all shares of Project Metro SCA, and the general partner is Project Metro S.à r.l., a société à 

responsabilité limitée organized and existing under the laws of the Grand Duchy of Luxembourg, which is 

wholly owned by Thoma Bravo. 

1. 12 Overview of the Company 

InfoVista is a French société anonyme with a board of directors, having registered capital of €8,899,219.98. 

InfoVista shares have traded on Eurolist market (Compartment C) of the NYSE Euronext Paris since July 

2000, under ISIN code FR0004031649. 

InfoVista was created in 1995 by Alain Tingaud. In December 2011, when the controlling blocks were sold, 

Mr. Tingaud sold his entire interest of 3.4% of the Company’s share capital. 

InfoVista designs, develops and markets software for network performance and application performance 

management. The Company expanded into application performance management by acquiring Accellent in 

2007. InfoVista is a global leader in its market, and its clients include large international service providers 

(telecom operators) and the IT departments of large industrial and banking companies. The Company 

derives 57% of its revenues from Europe, the Middle East and Africa, 30% from the Americas, and 13% from 

the Asia-Pacific region. 

For the fiscal year ended June 30, 2011, telecom operators accounted for 70% of the Company’s revenues. 

Services (essentially maintenance, amounting to nearly 80%) accounted for 60.7% of revenues during the 

period. License sales reached €18 million, or 39.3% of revenues. The group signed a partnership agreement 

with Cisco in 2008, and this accounts for a significant portion of revenues developed via integrators. The ten 

largest clients accounted for 33% of total 2011 revenues. 

For the last five years, the Company’s business grew at a slow 2% on average, due to the lower license 

sales (sold exclusively in the form of perpetual licenses). The downturn largely reflects telecom operators’ 

cost-cutting efforts and increasingly fierce competition due to sector consolidation. 

These negative factors were only partially offset by the Company’s new-product launches (for the last five 

fiscal years, the Company has devoted 22% of its revenues to research and development). 

During the same period, the Company achieved significant operating cost savings, moving from an EBIT loss 

of €2.6 million for the fiscal year ended June 30, 2007, to positive EBIT of €4.2 million for the June 30, 2011, 

fiscal year, for an EBIT margin of 9.1%. 


- 21 -

The Company had 221 employees as of June 30, 2011 (including 69 in research and development). 

1.2 Background and terms of the Offer 

On December 20, 2011, Project Metro reached an agreement with the largest shareholders of InfoVista 1 for 

the sale of the shares. Under the terms of this agreement, the shareholders sold to the Offeror, off-market, a 

total of 10,827,692 shares in the Company, representing 65.70% (61.18% on a fully diluted basis and 

excluding treasury shares) of its equity at a price of €5.05 per share. 

The price will be paid in two installments, as follows: 

- €3.65 on the Closing date; 

- €1.40 no later than the earlier of: (i) 90 days after the Closing date or (ii) the date when the Offer is 

closed. As part of the exceptional distribution, an assignment of rights to payment of the balance of the 

price was set up by Thoma Bravo, which has guaranteed the payment by the Offeror and, as such the 

balance of the price will be paid directly by the Company to the sellers of the controlling blocks when 

paying the dividend relating to the exceptional distribution. 

An Investment Agreement was also made on December 20, 2011 between the Offeror and certain 

managers 2 , under the terms of which they have committed to: 

- sell to the Offeror 489,748 BSAAR warrants potentially representing 2.77% of fully diluted equity 

excluding treasury shares, at a unit price of €1.54 (corresponding to the difference between the Offer 

price before the exceptional distribution and the exercise price of €3.51); 

- exercise 205,250 Options potentially representing 1.16% of fully diluted equity excluding treasury shares, 

and sell the shares to the Offeror on a date to be chosen by Thoma Bravo (no earlier than the closure of 

the Offer and no later than September 30, 2012) at a price of €5.05 per share less the exceptional 

distribution; 

- contribute 488,312 BSAAR warrants potentially representing 2.76% of fully diluted equity excluding 

treasury shares, based on a unit price of €1.54 (corresponding to the difference between the Offer price 

before the exceptional distribution and the exercise price of €3.51). It is expected that these contributions 

(and the BSAAR warrant sales) will be completed during the first week of February. 

A shareholders’ agreement will be signed by the parties on completion of the contributions and sales of 

BSAAR warrants by the managers, establishing all the rules for the management of Project Metro SCA, as 

well as the usual exit clauses. 

It is anticipated that an incentive plan for the managers will be set up to encourage them to participate in 

creating future value in the new entity. 

1 These shareholders are: two funds managed by Emancipation, 15 funds managed by Odyssée, Gensym Cayman L.P., three funds 

managed by Rainin Group, Argos, Alain Tingaud and the single person limited company Alain Tingaud Innovations, three funds 

managed by Sophrosyne Capital LLC, Herald Investment Trust PLC, Tristan Partners LP, Ruffer European Fund, Malko Trust, 

Edale Europe Master Fund Limited, six innovation-focused mutual funds managed by BNP Paribas, Pluvalca France Small Caps, 

two funds managed by Jupiter and the mutual fund 123 Convictions. 

2 Philippe Ozanian, Manuel Stopnicki, David Forlizzi, Marc Benrey and Vikas Trehan (Mr. Trehan is concerned only in the sale and 

contribution of the BSAAR warrants). 


- 22 -

Liquidity contracts have been or will be put in place with holders of BSAAR warrants or Options other than 

the managers, under the same conditions. The liquidity contracts concern 200,000 BSAAR warrants and 

178,525 Options, or 2.14% of fully diluted equity after exclusion of treasury shares. 

Following the acquisition of these blocks of shares, the Offeror stated its intent to continue to follow the 

Company’s strategy and to provide support for InfoVista, so that under its own management it will continue 

its strategies for product development and expansion into new markets. 

2. Statement of independence 

Ricol Lasteyrie has no legal or capitalistic link with the companies concerned by the Offer or their advisors. It 

has no financial interest in the success of the Offer, and is not a creditor or debtor of any of the companies 

concerned by the Offer or any person controlled by these companies within the meaning of Article L.233-3 of 

the French commercial code. 

Ricol Lasteyrie has no conflict of interest with the companies concerned by the Offer or their advisors, in 

particular with respect to Articles 1.1 to 1.4 of AMF instruction No.2006-08 of July 25, 2006 relative to 

fairness opinions. 

For information, we note that the Company asked us to issue an opinion as an independent expert on the 

effects of the planned distribution of an exceptional dividend of €1.40 per share on the Company’s financial 

condition and investment capacity in view of its business plan and growth prospects. We addressed this 

matter in a separate report on January 18, 2012. 

In accordance with the AMF’s recommendations concerning relationships with the bank presenting the 

transaction, we note that during the last two years we have had no business relationship with 

Bryan, Garnier & Co, the presenting bank. 

For information, in Appendix 2 we list the independent valuations carried out by Ricol Lasteyrie during the 

last two years, with the name of the banks and/or firms presenting each transaction. 

Ricol Lasteyrie certifies that it knows of no past, present or future link between itself and the persons 

concerned by the Offer plan or their advisors that may have a bearing on its independence or objective 

judgment in this assignment. 

3. Examinations carried out 

Our examinations consisted mainly of understanding the background to the transaction, analyzing the block 

sales agreements and other agreements made in December 2011, implementing a multi-criterion approach 

to valuing InfoVista’s shares and analyzing the valuation report of the firm presenting the Offer. 

As a part of our assignment, we have examined accounting and financial information (annual and 

consolidated financial statements for the fiscal years ended June 30, 2009, 2010 and 2011 and quarterly 

consolidated financial statements at September 30, 2011 and December 31, 2011). In particular, we confirm 

that the Company’s annual and consolidated financial statements at June 30, 2011 called for no particular 

comment by the statutory auditors. 

We have met with the Company’s management on a number of occasions to understand the background of 

the Offer, the business outlook and the financial forecasts that follow from it. 


- 23 -

Our conversations with management mainly concerned: 

- the sale procedure; 

- the Company’s business; 

- forecast financial data, the process by which it is developed and the main underlying assumptions; 

- the group’s medium- and long-term growth outlook. 

We evaluated the reasonableness of the main economic assumptions used by the management as the basis 

for the forecast financial information. 

Concerning the comparative and stock market valuation methods, we have examined the public information 

on comparable companies and transactions that is available in our databases. 

We have examined the legal documentation made available to us, within strict limits and for the sole purpose 

of gathering information useful in carrying out our assignment. In particular, we examined the Share 

Purchase Agreements, the Investment Agreement and the Shareholders’ Agreement. 

We have also examined the auditor’s report on the value of contributions of the Company’s shares made by 

shareholding managers under the terms of the Investment Agreement. 

Lastly, we examined the work of Bryan, Garnier & Co, the firm presenting the Offer, as shown in the factors 

used to evaluate the price proposed for the simplified tender offer and as summarized in the draft offer 

document. We have met with representatives of Bryan, Garnier & Co on several occasions. 

Details of our examinations are shown in Appendix 5. 

4. Evaluation Valuation of InfoVista shares 

In accordance with provisions of Article 262-1 of the AMF General Regulations, we performed an 

independent valuation of the Company’s shares. 

We rejected the following valuation methods: 

- the book value method; 

- the adjusted book value method; 

- the dividend discount model method (capitalization of dividends). 

To value the Company, we have used a multi-criterion approach that is based mainly on the following 

references and valuation methods: 

- reference to recent acquisitions of blocks of InfoVista shares by Project Metro; 

- the discounted future cash flow method. 

On a secondary basis, we have also used: 

- the analysis of the Company’s share price; 

- a comparative method based on comparable stock market valuations; 

- comparable transactions. 


- 24 -

4.1 Rejected valuation methods 

Our work led us to reject the following methods: 

Book value 

We believe that this method is not relevant because the value of the group’s intangible assets, which are an 

essential factor in valuing the Company, is not shown on the individual balance sheet or on InfoVista’s 

consolidated balance sheet. 

As noted, the consolidated book value at June 30, 2011 was €38,251 thousand for 16,073,735 shares in 

circulation (after subtraction of 365,856 treasury shares), or €2.38 per share, corresponding to €0.98 after 

the exceptional dividend distribution of €1.40 per share planned for February 9, 2012. At December 31, 

2011, book value was €38,505 thousand for 16,101,008 shares in circulation, or a value of €2.39 per share, 

corresponding to €0.99 after the exceptional dividend distribution. 

Adjusted book value 

The adjusted book value method consists of valuing a company’s equity based on the market value of its 

assets and liabilities. 

We believe that this method is not appropriate for a software publisher, whose assets are essentially 

intangible. The value of the firm’s goodwill and its technology is better captured via an analysis of discounted 

future cash flows, the method which has been used. 

Dividend discount model method (capitalization of dividends) 

The valuation approach of discounting future dividends, or capitalizing a normative dividend, may be used to 

value a company that pays dividends regularly. 

During its history as a listed company, the Company has never distributed dividends, and it does not expect 

to distribute regular dividends in the foreseeable future (except for the exceptional distribution planned for 

February 9, 2012). Thus this method cannot be implemented. 

4.2 Main valuation methods used 

To apply the main methods used, we took the following factors into account: 

Forecast data 

InfoVista’s management has established a budget for 2011/2012 via its annual budgeting and forecast 

process. This budget was not modified following publication of quarterly results. The two-year business plan 

(2012/2013 and 2013/2014) has also been transmitted to us. We have extrapolated the business plan for 

three additional years in order to approach activity levels (growth, return on investment) that management 

considers normative. 


- 25 -

Number of shares 

Our calculations are based on the number of shares issued plus those that would result from the exercise of 

the BSAAR warrants and in-the-money Options (1,549,835 shares), less the number of treasury shares 

(379,029 at December 31, 2011). 

The number of shares resulting from this calculation is 17,650,843. 

Valuing equity based on enterprise value 

The adjustment for using enterprise value to calculate equity was determined based on actual figures for 

cash and financial debt at December 31, 2011 as they appear in the half-yearly consolidated financial 

statements. The positive adjustment amounts to €12,586 thousand and includes the following factors: 

- cash position, €27,006 thousand, 

- plus the impact of the potential cash inflow from the exercise of BSAAR warrants and the Options, 

amounting to €5,196 thousand, 

- plus the discounted present value of tax savings linked to losses carried forward, estimated at 

€5,170 thousand, 

- less the amount of the exceptional distribution planned for February 9, 2012, or €24,786 thousand. 

4. 21 Reference to acquisitions of blocks of InfoVista shares 

Presentation of the acquisition of blocks and related transactions 

The price of €5.05 was obtained following the competitive sale procedure used on the initiative of the 

Company and a U.S. advisory bank. 

We requested an explanation of the sale process and we understand that the bank began contacting 50-odd 

potential investors (investment funds and actors in the industrial sector) in April 2011 based on an 

informational document. 

We further learned that representatives of about 15 companies signed confidentiality agreements, opening a 

period of discussions from mid-June to mid-September 2011 between InfoVista and potential acquirers. 

Following this period, InfoVista received four non-binding letters of intent from two industrial firms and two 

investment funds, one of which was Thoma Bravo, the high bidder. 

The price initially offered by Thoma Bravo was revised downward in November 2011 following additional 

examinations by the potential acquirer. 

On December 20, 2011, via the intermediary of Project Metro, Thoma Bravo signed contracts for the offmarket 

acquisition of 10,827,692 shares at a price of €5.05 per share, representing 65.70% of the 


- 26 -

Company’s share capital (61.18% on a fully diluted basis assuming exercise of the BSAAR warrants and 

Options and excluding treasury shares) with 16 investors. 

The price will be paid in two installments as follows: €3.65 on the Closing date (December 20, 2011) and 

€1.40 no later than the earlier of the following two dates: (i) 90 days after the Closing date or (ii) the date on 

which the Offer is closed. As part of the exceptional distribution, assigning rights to payment of the balance 

of the price was set up by Thoma Bravo, which has guaranteed the payment by the Offeror and, as such the 

balance of the price will be paid directly by the Company to the sellers of the controlling blocks when paying 

the dividend relating to the exceptional distribution. 

An investment agreement was also signed on December 20, 2011 by Project Metro and certain managing 

shareholders, under the terms of which the managers must sell 489,748 BSAAR warrants and the shares 

resulting from the exercise of 205,250 Options, for a total of 3.93% of fully diluted share capital after 

exclusion of treasury shares, based on a value of €5.05 per share (before the exceptional distribution). 

The shares thus sold by investors (10,827,692 shares) and managers (694,998 potential shares) pursuant to 

these agreements represent a total of 65.11% of the fully diluted share capital excluding treasury shares. 

We have examined these agreements, which do not include any price enhancement clause or other 

provision that would have an impact on the price of €5.05 resulting from these transactions. 

A liquidity mechanism concerning the BSAAR warrants and Options that may be exercised following the 

closing of the Offer (potentially 378,525 shares representing 2.14% of fully diluted share capital) has been 

set up. Mr. Shah and Mr. Fries have signed, respectively on January 12 and January 19, 2012, two liquidity 

contracts, each for 100,000 BSAAR warrants based on a price of €1.54 per BSAAR warrant. All BSAAR 

warrants issued are thus covered by agreements with the Offeror. The liquidity contracts on the Options will 

be set up based on a price of €3.65 per share, resulting from the exercise of the Options. Given the price 

offered, this mechanism is not likely to cast doubt on the fairness of the conditions of the Offer. 

Analysis of reinvestment operations available to shareholding managers 

The Investment Agreement calls for the shareholding managers to contribute 488,312 BSAAR warrants 

(based on a value of €1.54), or 2.77% of fully diluted share capital after exclusion of treasury shares, in 

exchange for certificates issued by Project Metro SCA. 

The Project Metro SCA certificates given in exchange for BSAAR warrants to Philippe Ozanian, Manuel 

Stopnicki, Vikas Trehan and David Forlizzi consist of: 

� 99% preferred equity certificates (hereinafter “PECS”) subject to the same conditions and the same 

operations as those subscribed by Thoma Bravo. These certificates carry the right to remuneration 

ranging from 7.72% to 8.12% for PECS 1 and from 9.03% to 9.43% for PECS 2. Given that (i) Project 

Metro SCA holds as its sole asset, indirectly via the Offeror, its investment in InfoVista, (2) the PECS 

remuneration is payable only if the company remains the beneficiary, and (3) all shareholders are on an 

equal footing (pari passu), holding them does not constitute a materially different situation from that of a 

shareholder; 

� 1% ordinary shares. 


- 27 -

The Project Metro SCA certificates presented to Marc Benrey in exchange for BSAAR warrants consist of 

Category 2 shares with a preferred dividend designed to replicate the PECS remuneration. 

On the date of completion of contributions and sales of BSAAR warrants, a shareholders’ agreement relative 

to Project Metro SCA will be signed by Project Metro S.à r.l, Thoma Bravo, Philippe Ozanian, Manuel 

Stopnicki, Vikas Trehan, David Forlizzi and Marc Benrey, fixing the rights and responsibilities of each of the 

parties, as well as general terms and conditions for the sale of the Project Metro SCA shares. In particular, 

under the terms of this agreement, each manager will agree not to sell any shares or PECS during a period 

of 10 years, starting on the date when the agreement is signed (lock-up clause) 3 . 

No preferential liquidity conditions have been granted to the Project Metro SCA certificates issued in 

exchange for the contribution by the managers of part of their InfoVista shares (apart from the traditional 

“tag-along” and “drag-along” clauses). Moreover, the agreements do not specify a predetermined exit price. 

Furthermore, the length of the lock-up period which the managers must observe reinforces the strategic 

nature of the reinvestment in Project Metro SCA. 

The Investment Agreement also provides for the signature of an agreement authorizing issuance of incentive 

instruments to managers in the form of share subscription options. The conditions for granting these 

incentive instruments in favor of managers are shown in the draft term sheet appended to the Investment 

Agreement. They appear usual in this case and do not require any particular comments. 

Against this backdrop, it is our opinion that the reinvestment conditions provided for Philippe Ozanian, 

Manuel Stopnicki, David Forlizzi, Marc Benrey and Vikas Trehan are not of a type to cast doubt on the 

fairness of the conditions of the Offer. 

4. 22 Discounted future cash flow method 

This method consists of determining the intrinsic value of a business by discounting the future financial flows 

that will result from its business plan at an interest rate that reflects the market’s profitability requirement for 

such a business, taking into account the exit value at the endpoint of the plan’s time horizon. 

4.221 Assumptions used for the business plan 

We have carried out our work on the basis of the discounted 2011/2012 budget and the Company’s business 

plan as transmitted to us by management. 

Forecast data cover a three-year period (2012 – 2014). The main economic assumptions used are: 

- 3.9% average annual revenue growth, based on 2010/2011 revenues of €45.9 million; 

3 During the 10-year lock-up period, only the following transactions are authorized: 

(i) sale of shares between the parties and their spouses or children or their affiliated companies, (ii) exercise of a right or a 

responsibility for joint exit - exercise of a promise to sell in favor of the majority shareholder in case of the departure of a minority 

shareholder prior to a “liquidity event.” 


- 28 -

- an increase in the EBITDA margin (EBITDA/revenues) from 12.0% in 2010/2011 to 15.4% in 2013/2014. 

The revenue forecast includes: 

- 2% average annual growth in license sales 

- 5% average annual growth in service revenues. 

4.222 Valuation 

Forecast extrapolation 

As the business will not reach maturity by the end of the explicit plan, we have extrapolated it for a period of 

three years. 

During the extrapolation period, revenue growth approaches the growth rate to infinity (1.75%). 

The 2013/2014 EBITDA margin of 15.4% improves to close to 16%, a level that management considers 

attainable and sustainable. 

Investment averages 1.8% of revenues during the period. 

We modeled the working capital requirement (WCR) based on indications given by the Company. It 

averages -4.0% of revenues (working capital surplus). 

Overall, the business plan as presented to us appears to constitute a reasonable basis for determining the 

Company’s outlook. 

Normative year 

We have factored in the following: 

- Revenue growth of 1.75%, corresponding to the long-term growth rate; 

- an EBITDA margin of 16%, which the Company’s management believes is normative and sustainable; 

- convergence of amortization and depreciation with investments in the terminal year; 

- a tax rate of 34.4%, corresponding to the average effective tax rate expected by management; 

- variability in the ratio of the working capital requirement to revenues equal to the average in the business 

plan. 

Weighted average cost of capital (WACC) 

The weighted average cost of capital was estimated assuming: 

- a debt-free beta of 1.25 based on the average beta for our sample of comparable listed companies, 

showing a correlation of more than 50% (source: Datastream); 

- a risk premium of 8.42% (Associés en Finance, six-month average at December 31, 2011); 


- 29 -

- a risk-free rate of 2.48%, calculated as the difference between the expected return on the market 4 

(Associés en Finance, six-month average at December 31, 2011) and the risk premium described above; 

- a debt-free financial structure thanks to the positive cash situation of most comparable listed companies 

as well as of InfoVista. 

On this basis, the discount rate, which corresponds to the cost of equity capital, is 13.02%. 

The flows were discounted at mid-period, starting on January 1, 2012. 

Growth rate to infinity 

We used a growth rate of 1.75% to infinity as the central value, corresponding to a range from 1.5% to 2%, in 

line with long-term inflation expectations for the euro zone. 

Calculating valuation 

Based on these underlying assumptions and data, the global enterprise value is €45.4 million and the value 

of the equity is €58 million, or €3.28 per share. 

4 E(Rm) according to Associés en Finance data at September 30, 2011. 


- 30 -

Sensitivities to a variation of: 

- +/- 0.25 percentage point in the growth rate 

- +/- 0.5 percentage point in the discount rate 

- +/- 0.5 percentage point in the EBITDA margin (EBITDA/revenue) 

are shown below: 

Sensitivity of the value per share to WACC and the terminal EBITDA margin 

Terminal EBITDA margin 

3.28 15.00% 15.50% 16.0% 16.50% 17.00% 

12.0% 3.41 3.47 3.53 3.59 3.65 

WACC 

12.5% 3.29 3.35 3.40 3.46 3.52 

13.0% 3.18 3.23 3.28 3.34 3.39 

13.5% 3.08 3.13 3.17 3.22 3.27 

14.0% 2.98 

3.03 3.07 3.12 3.17 

Sensitivity of the value per share to WACC and the growth rate to infinity 

Growth rate to infinity 

3.28 1.25% 1.50% 1.75% 2.00% 2.25% 

12.0% 3.42 3.48 3.53 3.59 3.66 

WACC 

12.5% 3.30 3.35 3.40 3.46 3.51 

13.0% 3.19 3.24 3.28 3.33 3.38 

13.5% 3.09 3.13 3.17 3.22 3.27 

14.0% 3.00 3.04 3.07 3.11 3.16 

The value per share is in a range from €3.18 to €3.40, with a central value of €3.28 per share. 

The price offered includes a premium ranging from 7.2% to 15.0% to the high and low values resulting from 

the analysis of discounted future cash flows (DCF). 

4.3 Secondary valuation methods 

4. 31 Stock price 

InfoVista shares were admitted to trading on the new Paris stock market in July 2000, at €12.80. 

Before the transaction, the float amounted to 53.3% according to Company data. 

The graph below shows the price and volume history of InfoVista shares traded for the past two years. 

During the period, the share modestly outperformed the CAC Small & Mid Caps index. 


- 31 -

Share price (en euros) 

6 

5 

4 

3 

2 

1 

0 

05/02/2010 

05/03/2010 

02/04/2010 

InfoVista two-year stock price versus CAC Small & Mid caps rebased 

30/04/2010 

28/05/2010 

25/06/2010 

23/07/2010 

20/08/2010 

17/09/2010 

15/10/2010 

12/11/2010 

10/12/2010 

07/01/2011 

Volume InfoVista stock price CaC Small & Mid caps rebased Offer price 

04/02/2011 

04/03/2011 


- 32 - 

01/04/2011 

Only two analysts follow the stock. Oddo Nextcap has had a target price of €5.5 since January 2011. 

IDMidcaps has been targeting €6.0 since July 2011. 

We analyzed the InfoVista stock price on December 9, 2011, the last trading day before trading in the share 

was halted on the announcement of the transaction. 

Daily trading volumes are limited. Total trading during the 12 months ending on December 11, 2011 came to 

4,748 thousand shares. Relative to the number of shares in circulation, the turnover rate is thus 28.88% of 

capital and 54.19% of the float (calculating the float at 53.3%). 

The low trading volumes in the stock limit the relevance of this criterion in establishing InfoVista’s intrinsic 

value, and we have therefore considered it to be only a secondary approach. The stock price is nonetheless 

an indicator of value that is followed by minority shareholders. 

The premiums included in the Offer price relative to spot and average prices weighted by one-month, threemonth, 

six-month and one-year volumes at December 9, 2011 are shown below: 

InfoVista stock price history 

Price at Dec. 9, 2011 In euros Premium / 

discount 

In euros, ex 

dividend 

29/04/2011 

27/05/2011 

24/06/2011 

Premium / 

22/07/2011 

discount 

Spot price 3.50 44% 2.10 74% 

Market capitalization, € millions 57.54 56.14 -100% 

1-month weighted average 3.55 42% 2.15 70% 




12-month high 5.38 -6% 3.98 -8% 

12-month low 3.41 48% 2.01 82% 

Source: Datastream 

19/08/2011 

16/09/2011 

14/10/2011 

11/11/2011 

09/12/2011 

450 

400 

350 

300 

250 

200 

150 

100 

50 

0 

Volumes

The Offer price before the stock’s ex-dividend date for the exceptional dividend includes a 44% premium to 

the December 9, 2011 spot price and a range of premiums from 15% to 42% relative to the weighted 

average stock market price from one to six months. 

The Offer price after the stock’s ex-dividend date for the exceptional dividend includes a 74% premium to the 

December 9, 2011 spot price adjusted for the dividend and a range of premiums from 21% to 70% relative to 

the weighted average stock market price from one to six months, adjusted for the dividend. 

Trading in the stock was halted on December 12, 2011 at a price of €3.5 (December 9, 2011 closing price). 

Trading resumed on December 27, 2011. Since then, the stock has traded in a range from €4.96 to €4.99 

(between €3.56 and €3.59 after adjustment for the exceptional dividend). 

4. 32 Peer group comparisons method 

The peer group comparisons method consists of determining a firm’s value by applying the price multiples 

observed for other listed companies in the same business sector to aggregates considered relevant. 

Listed companies may be considered comparable if they genuinely resemble the company being analyzed, 

in terms of: 

- business area (products, clients, regions) 

- size (revenues or market capitalization, invested capital, market share) 

- margin levels and structure 

- revenue and margin growth outlook. 

Having completed our analyses, we developed a sample of eight companies: 

- Compuware Corporation and Netscout are medium-sized U.S.-based companies that operate in 

InfoVista’s market segments (in terms of products and/or clients); 

- we have added to the sample other French software publishers of a size comparable to InfoVista, but 

operating in other market segments. 

The market capitalization, revenues and EBITDA and EBIT margins of these companies are shown in the 

table below: 

Company Country Currency MV 


- 33 - 

EV 

Revenues 

30/06/2011 

2010 2011e 2012e 2010 2011e 2012e 

Compuware Corporation USA USD 1 790 1 807 927 4.4% 19.8% 20.7% NA 14.3% 16.0% 21.8% 

Netscout USA USD 757 615 281 10.9% 28.2% 26.0% 27.3% 20.5% 24.9% NA 

Lectra France EUR 127 109 197 5.1% 14.9% 16.1% 16.2% 12.3% 13.4% 13.5% 

IGE + XAO France EUR 40 18 22 4.8% 25.0% 25.2% 25.3% 21.7% 22.2% 22.8% 

ESI Group France EUR 75 74 84 8.6% 10.6% 13.5% 13.1% 9.2% 11.2% 11.9% 

Cegid Group France EUR 137 220 251 2.4% 22.6% 23.9% 24.0% 9.8% 11.8% 12.6% 

Linedata Services France EUR 95 96 132 5.6% 22.0% 19.7% 20.2% 15.4% 14.2% 14.6% 

Pharmagest Interactiv France EUR 133 109 96 4.6% 20.4% 20.8% 21.0% 18.3% 18.8% 19.0% 

Infovista (June 30 N+1) France E 80 48 46 3.6% 12.0% 13.5% 14.6% 9.1% 11.3% 12.8% 

CAGR 

2010-2012e 

InfoVista’s profitability is at the low end of the range of comparable companies. 

Ebitda / rev % Ebit / rev %

The enterprise value (EV) is based on market capitalization plus the most recent available figures for net 

debt and minority interests. For market capitalization, we used the spot price and verified that the January 

23, 2012 one-month weighted average price would not cast doubt on our conclusions. We used the IBES 

consensus to calculate the 2011, 2012 and 2013 forecast multiples. 

In the absence of a consensus on EBITA 5 , we used the average multiple of enterprise value (EV) relative to 

EBIT, a frequently used multiple in the software publishing sector. We rejected the sales multiple, which 

does not take into account the discrepancy between the companies’ profitability and EBITDA, which is 

affected by differences in accounting treatment of research and development costs (whether or not they are 

capitalized). 

For comparable companies, we made calendar-year adjustments of the aggregates concerned. 

The table below summarizes the multiples in our sample: 

Multiples 

EBIT 

June 30, 2011 June 30 2012e June 30, 2013e 

Compuware Corporation 13.0 x 10.3 x 7.8 x 

Netscout 12.3 x 9.1 x NA 

Lectra 4.8 x 4.2 x 4.0 x 

IGE + XAO 3.9 x 3.6 x 3.4 x 

ESI Group 10.1 x 7.5 x 6.6 x 

Cegid Group 9.4 x 7.5 x 6.9 x 

Linedata Services 4.7 x 4.7 x 4.4 x 

Pharmagest Interactiv 6.1 x 5.7 x 5.4 x 

Average 8.0 x 6.6 x 5.5 x 

Median 7.8 x 6.6 x 5.4 x 

The method using the multiples resulting from our sample leads to the following values: 

Valuation of InfoVista Group 

€ millions 

EBIT 

30/06/2011 30/06/2012e 30/06/2013e 

Group aggregates 4.2 5.3 6.3 

Average multiples 8.0 6.6 5.5 

EV 33.4 34.8 34.6 

EV/Equity factor 12.6 12.6 12.6 

Equity 46.0 47.4 47.2 

Number of shares 17.7 17.7 17.7 

Value per share 2.61 2.69 2.67 

Based on the January 23, 2012 market capitalizations of comparable companies, the Offer price reveals 

premiums ranging from 36% to 40% on the valuations resulting from the use of this method. 

5 EBITA: EBIT before amortization of purchase accounting items. 


- 34 -

4. 33 Comparable transactions method 

The comparable transactions method is based on an analysis of the multiples that emerge in takeovers 

within the business sector of the entity to be valued (publication of software for performance analysis and 

management). This approach is limited by the difficulty of obtaining complete information on the target 

companies and the terms of the transactions. 

We obtained sufficiently usable public information on only one transaction: the acquisition of Tekelec by a 

consortium of funds led by Siris Capital in November 2011. 

Tekelec is a company that is listed on the NASDAQ and provides technical solutions to mobile telephone 

operators. 

Its portfolio of products is only partially comparable to InfoVista’s, and the method has therefore been used 

only on a secondary basis. However, Tekelec’s end-market is relatively similar to those of the Company. 

On November 8, 2011, Tekelec announced an agreement with a consortium of funds planning to buy it for 

€780 million in cash. It is noteworthy that during the month preceding the announcement of the transaction, 

Tekelec’s stock had gained 50%, while the NASDAQ gained just 7%. 

The resulting ratios were 1.3x revenues and 10.6x EBITA (for the last full fiscal year) based on a spot price, 

and 0.9x revenues and 7.3x EBITA based on the one-month average price before the transaction was 

announced. Applied to InfoVista, these ratios produce a value between €3.49 and €4.14 per share based on 

Tekelec’s spot price, and between €2.64 and €3.09 based on Tekelec’s one-month average price, after 

taking into account the exceptional distribution to be made by InfoVista. 

5. Review of the appraisal work performed by the presenting bank 

Bryan, Garnier & Co, the presenting firm for the transaction, prepared the information used to appraise the 

Offer price that appears in section 1.7 of the draft prospectus. 

We reviewed this information and contacted the representatives of the presenting firm in order to discuss it. 

The presenting firm also sent us its own appraisal report. 

5.1 Valuation methods ruled out by the presenting firm 

We agree with the decision to reject the adjusted book value and multiple of earnings methods, as we ruled 

them out ourselves. However, we did use one reasonably comparable transaction, on a secondary basis, 

although the bank did not consider the transaction sufficiently comparable to use. 

5.2 Appraisal methods used by the presenting firm 

The presenting firm used the following approach to value the InfoVista shares: 


- 35 -

Methods used 

- Reference to share block disposal prices on December 20, 2011 

- Market prices 

- Discounted cash flow (DCF). 

Method presented for information purposes 

- Peer group multiples 

Number of diluted shares and adjusted net debt 

The presenting firm used the number of fully diluted shares (calculated in accordance with the “Treasury 

shares” method), which was 16,621,860. 

It used a net cash position of €9.3 million, after the exceptional dividend and including deferred tax assets on 

tax loss carryforwards; this amount is similar to the one we used based on tax savings already recognized in 

the business plan in our analysis. 

The differences with our estimates (17.7 million shares and €12.6 million in net cash) arise primarily from the 

method used to calculate the dilution. 

5. 21 Reference to the December 20, 2011 transaction involving a majority stake 

We have no comments to make on the reference to the price of acquisitions made on December 20, 2011, 

as we also used this reference as our primary method. 

5. 22 Stock market price and analysts’ price targets 

We have no comment to make on the presenting firm’s analyses. We only used the stock market price on a 

secondary basis, however, given the stock’s thin trading volume. Since the stock is followed by only two 

analysts and not on a regular basis, the presenting firm did not use the analysts’ stock price targets, nor did 

we. 

5. 23 Discounted cash flow method 

The presenting firm applied the discounted cash flow method based on the business plan presented by the 

Company, extrapolating over a three-year period. 

To calculate the terminal value, standard cash flow was determined based on assumptions of 1.5% sales 

growth (long-term growth rate) and a 16% EBITDA-to-sales margin. 

We used similar assumptions, except that we estimated the growth rate to infinity at 1.75%. 

Financial assumptions 


- 36 -

The presenting firm used a 12.9% discount rate, based on the following factors: 

- A 3.2% risk-free rate (source: average 10-year OAT rate over three months, Bloomberg) 

- A 7.74% average risk premium (source: 3-month average premium calculated by Détroyat Associés) 

- 1.25 beta (source: Détroyat Associés) 

Our analysis applied a 13% discount rate, determined on the basis of Associés en Finance data, as 

discussed above. 

The presenting firm’s analysis is based on year-end discounting, whereas our analysis applies mid-year 

discounting. 

The range of values obtained by the presenting firm lies between €2.81 and €3.04, ex exceptional dividend, 

with a central value of €2.92. Our calculations yield a range of values between €3.18 and €3.40 (central 

value €3.28 per share). 

5. 24 Company valuation using the peer group comparison method 

The presenting firm used a peer group consisting solely of French, medium-sized software publishers. It 

comprises seven companies similar to the ones we used, with the exception of Métrologic, which we did not 

include given its stock’s thin trading volume. 

The presenting firm used enterprise value multiples based on EBIT and EBITDA, but excluded sales and net 

income (P/E) multiples. Since we integrated the peer group of U.S. companies, we used only the EBIT 

multiple, as the EBITDA multiple is in this particular case is affected by different accounting rules for 

research and development costs. 

The main discrepancies with our analysis are due to the composition of the peer group and the use of a 

different consensus (Bloomberg vs. Datastream). 

The presenting firm’s methodology does not call for any other comments on our part. 

The valuation range obtained by the presenting firm using the peer group multiples method was between 

€2.13 and €2.44 per share, which yielded respective premiums of 71% and 50% over the Offer price. 


- 37 -

6. Summary of our appraisal work and fairness opinion on the Offer price 

6.1 Summary of our appraisal work 

Upon conclusion of our analysis, the price offered under the Offer, i.e. €3.65 per share after the exceptional 

dividend of €1.40 per share, reveals the following premiums and discounts relative to the values obtained 

from the valuation methods we deemed relevant: 

Primary methods 

Block transaction 

InfoVista valuation in € - Independent expert 

DCF 

Secondary methods 

3.18 3.40 

7,2% 15,0% 

Share price - spot 09/12/2011 (ex-dividend) 

2.10 

73,8% 

Share price - 1 month to 6 month 2.15 3.01 

21,4% 69,5% 2,19 3,02 

Market comparables (spot) 2.61 2.69 

35,9% 40,0% 2,13 2,44 

Comparable transaction (1-month multiple) 2.64 3.09 

18,1% 38,3% n/a 

3.65 


- 38 - 

Premium / (Discount) to 

Offer price (3,65€) 

Introducing firm 

These premiums are calculated relative to the valuation of the InfoVista share on a standalone basis, i.e. 

before taking into account any impact of potential savings that might be generated at the end of this 

transaction. The Offeror confirmed to us that the transaction was not likely to generate any synergies with 

existing subsidiaries of Thoma Bravo. 

6.2 Fairness opinion on the Offer price 

As noted in the introduction, this Offer comes on the heels of the acquisition by Project Metro of share blocks 

giving it a majority stake in InfoVista’s shareholders’ equity and voting rights, which led it to file a Simplified 

tender offer for the remainder of the equity. 

Our report is prepared in accordance with article 261-1 I and II of the AMF’s General Regulations, with 

respect to the risk of conflicts of interest on the InfoVista Board of Directors and in light of agreements 

negotiated between the Company’s managers and the Offeror, as well as in consideration of a possible 

squeeze-out that may occur at the conclusion of the Offer if the Offeror were to hold more than 95% of the 

Company’s equity and voting rights. 

Upon conclusion of our analysis, we note that the price of €3.65 per share (after the exceptional dividend of 

€1.40 per share) offered as part of this Offer: 

- is identical to the price paid by the Company’s main shareholders under the transactions that enabled 

Project Metro to acquire a controlling interest in the Company (the share disposals covered 65.08% of 

the fully diluted equity) through a competitive bidding process. After reviewing the agreements, and 

absent any complementary agreements that might affect the financial terms of the transaction, we 

3,65 

2,92 

2,10

elieve that the price resulting from this acquisition of a controlling interest in the Company represents 

an essential reference point; 

- is identical to the value used for the contribution to Project Metro SCA of a 2.76% equity interest in the 

Company by the principal shareholding managers. This contribution was made as part of a strategic 

reinvestment agreement calling for a 10-year lock-up period applicable to the shareholding managers, 

with these managers also pledging to continue participating in the development of InfoVista’s business. 

These methods for the managers’ reinvestments in Project Metro are therefore not likely to jeopardize 

the fairness of the terms offered as part of this Offer; 

- results in premiums of between 7.3% and 15.0% over the values derived from a discounted cash flow 

(DCF) analysis, with it being noted that the business plan is based on economic assumptions whose 

variations could significantly affect the value. 

Although InfoVista’s stock price is of limited relevance given the stock’s thin trading volume, we should 

nevertheless point out that the Offer price offers substantial premiums ranging between 21% (6-month 

average) and 74% (spot price on December 9, 2011) over the dividend-adjusted stock price (and between 

15% and 44% based on the stock price before the dividend and relative to the unadjusted prices). The 

transaction therefore offers immediate liquidity to InfoVista shareholders at a price that is significantly higher 

than the prices observed over the past six months. We should also point out that the stock price has 

remained below the Offer price ever since the shares were relisted. 

Given the absence of truly comparable listed companies and transactions in the sector, comparison methods 

were used only on a secondary basis. They help confirm the fairness of the Offer price. 

Given the overall context and the aforementioned factors, we believe that the price of €3.65 per share (after 

the exceptional dividend of €1.40 per share) that the Offeror proposes to offer as part of this simplified tender 

offer is fair from a financial standpoint for the shareholders of InfoVista. This conclusion also applies to the 

squeeze-out procedure that could be implemented at the conclusion of the Offer if the minority shareholders 

were to hold less than 5% of the equity and voting rights of the Company. 

Paris, 

January 27, 2012 

Sonia Bonnet-Bernard 


- 39 -

1 APPENDIX 1: OVERVIEW OF RICOL LASTEYRIE 

APPENDICES 

With a close-knit team of highly regarded professionals in their respective areas, Ricol Lasteyrie has been 

active since it was founded in all areas related to financial analysis and company valuations, whether as part 

of: 

- legally mandated appraisals: contributions and mergers agent; 

- contractual appraisals: independent appraisals, company valuations and arbitrage. 

In recent years, Ricol Lasteyrie has acquired proven expertise in transactions that require a careful 

assessment of fairness between shareholders and, more generally, with respect to independent appraisals 

and fairness opinions. 

Ricol Lasteyrie has its own Quality Charter, which can be downloaded from its web site: www.ricollasteyrie.fr 

2 APPENDIX 2: LIST OF INDEPENDENT APPRAISALS RECENTLY PERFORMED BY RICOL LASTEYRIE 

During the past two years, Ricol Lasteyrie has participated as an independent appraiser for the following 

transactions involving companies whose shares are admitted for trading on a regulated market: 


- 40 -

Date Target Initiator Presenting banks Offer type 

October-2011 eFront 

EFR Holdings 

SAS 

CM-CIC Securities Simplified takeover bid 

September-2011 Proservia Manpower Invest Securities Simplified takeover bid 

September-2011 Bouygues Bouygues 

July-2011 

October-2011 

BNP Paribas, Crédit 

Groupe Outremer 

CIB 

OMT Invest Société Générale 

Telecom 

Agricole CIB, HSBC, Share buyback offer 

Rothschild, Société Générale 


- 41 - 

Simplified takeover bid followed by a 

squeeze-out 

May-2011 Gecimed Gecina Natixis Public withdrawal offer - Squeeze-out 

May-2011 APRR 

Electricité et Eaux 

de Madagascar 

Oddo Corporate Finance Share buyback offer 

March-2011 SFERT Manitou Lazard Merger absorption 

February-2011 Siparex Croissance Siparex 

Croissance 

February-2011 

August-2010 

Emailvision EMV Holdco SAS Oddo Corporate Finance 

Neuflize OBC (ABN Group) Share buyback offer 

Price guarantee followed by Public 

withdrawal offer - squeeze-out 

July-2010 APRR Eiffarie Société Générale Public withdrawal offer 

July-2010 Ginger Grontmij RBS Takeover bid 

May-2010 IMS Jacquet Metals 

Crédit Agricole CIB / 

Messier Partners 

Merger absorption 

March-2010 Elf Aquitaine TOTAL S.A. BNP Paribas Public withdrawal offer - Squeeze-out 

February-2010 Siparex Croissance Siparex 

Croissance 

Neuflize OBC (ABN Group) Share buyback offer 

April-2009 Gecimed Gecina Oddo Corporate Finance Combined cash and share offer 

January-2009 Distriborg 

January-2009 Wavecom 

Wessanen France 

Holding SAS 

Sierra Wireless 

France SAS 

ING Public withdrawal offer - squeeze-out 

Lazard Frères Takeover bid

3 APPENDIX 3: MEMBERSHIP IN A PROFESSIONAL ASSOCIATION RECOGNIZED BY THE FRENCH FINANCIAL MARKETS 

AUTHORITY (AMF) 

Since July 1, 2008, Ricol Lasteyrie has been a member of the French Professional Association of 

Independent Appraisers (APEI), which is recognized by the French Financial Markets Authority under article 

263-1 of its General Regulations. 

In addition, Ricol Lasteyrie has its own Quality Charter, which includes procedures specifically designed to 

ensure the company’s independence and avoid conflicts of interest and, for each appraisal, to control the 

quality of the work performed and of the reports prior to their publication. 

4 APPENDIX 4: COMPENSATION RECEIVED 

For this appraisal, our total compensation amounted to €125,000, not including taxes and fees, but including 

work to assess the impact of the exceptional dividend on the Company’s financial situation and investment 

capacity given its business plan and growth prospects. 

5 APPENDIX 5: DESCRIPTION OF DILIGENCE PERFORMED 

We implemented the following work program: 

Preliminary review of the transaction and acceptance of the appraisal 

Identification of risks and orientation of the appraisal 

Gathering of information and data needed for the appraisal 

Assessment of the Offer’s context: 

� Discussions with InfoVista management 

� Discussions with the Offeror’s consultants 

Preliminary review of InfoVista’s accounting and financial documents 

Analysis of transaction elements and shareholder reinvestment conditions (share 

purchase agreements, investment agreement, shareholders’ agreement, liquidity 

agreement) 

Construction of an approach based on future cash flows: 

� Analysis of a business plan prepared by Company management 

� Appraisal work and sensitivity analyses 

Application of comparison methods: 

� Market comparables 

� Comparable transactions 


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Stock price analysis: 

� Liquidity analysis 

� Analysis of stock price trend 

Review of elements used by the presenting firm to appraise the Offer 

Review of consistency between the appraiser’s report and the draft prospectus 

Receipt of a representation letter from Company representatives and the Offeror 

Summary memorandum 

Independent appraisal 

Drafting of the report 

Presentation of findings to the Company 


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6 APPENDIX 6: STUDY TIMETABLE 

� Presentation of the transaction by InfoVista’s Chairman and Chief Executive Officer and its Chief 

Financial Officer: November 14, 2011 

� Meetings with Chairman and CEO and Chief Financial Officer to discuss the business plan and disposal 

process: December 6, 7, 8 and 9, 2011 

� Discussions with the presenting firm: December 23, 2011, and January 18, 2012 

� Submission of a preliminary report: January 26, 2012 

� Submission of the final report: January 27, 2012 

7 APPENDIX 7: LIST OF PERSONS MET AND/OR CONTACTED 

InfoVista 

� Philippe Ozanian, Chairman and Chief Executive Officer 

� David Forlizzi, Chief Financial Officer 

� Philippe Vassor, former Chairman of the Board 

Presenting firm, Bryan, Garnier & Co 

� Olivier Beaudouin, Managing Director – Corporate Finance 

� Vincent Gasné, Vice President – Corporate Finance 

� Jonathan Foiret-Hurbin, Analyst 

Consulting attorneys of the Offeror, Franklin 

� Mark Richardson, Partner attorney 

� Céline Maironi Persin, Partner attorney 

� Christian Sauer, attorney 

� Kai Völpel, attorney 

8 APPENDIX 8: SOURCE OF INFORMATION USED 

� Material information submitted by the Offeror and its advisors 

- Draft prospectus related to the Offer 

- Agreements signed on December 20, 2011, (share purchase agreements, investment agreement, 

shareholders’ agreement) 

� Material information submitted by the Company: 

- Overview of the Company 

- Business plan 

� Material information submitted by the presenting firm: 

- Appraisal report 

� Market information: 

- Financial analyses and comparable transactions memoranda: Thomson One Banker 


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- Market data: Datastream and Associés en Finance 

9 APPENDIX 9: TEAM MEMBERS WORKING ON THE APPRAISAL 

The appraisal was performed by: 

- Sonia Bonnet-Bernard, certified public accountant and independent auditor, with 25 years’ experience in 

the accounting and financial areas, a managing partner of Ricol Lasteyrie since 1998, Head of the 

Fairness Opinion / Evaluation division. She is a member of the Board of the Autorité des Normes 

Comptables and a Vice President of Société Française des Evaluateurs (SFEV); 

- Alban Eyssette, partner, a graduate of the Toulouse Business School and Paris IX Dauphine (with an 

advanced degree (DESS) in Corporate Finance), with more than 15 years’ experience as a financial 

analyst. He has been at Ricol Lasteyrie since 2008. He is a director of Société Française des Analystes 

Financiers (SFAF); 

- Romain Le Théo, a graduate of Paris Dauphine (Master’s degree in Finance and doctoral work in 

International Management in partnership with American University of Washington D.C) and of Sciences 

Po Paris (advanced degree (DEA) in Economics). He joined Ricol Lasteyrie in January 2010 as an 

analyst in the independent appraisal department after beginning his career with Associés en Finance as 

an analyst/appraiser, responsible for the telecom and new technologies sector. He has participated in 

some 15 fairness opinion transactions. 

The independent review was performed by Florence Lafargue (Partner). 


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6 REASONED OPINION OF THE BOARD OF DIRECTORS OF INFOVISTA 

The board of directors met on January 27, 2012, under the chairmanship of Mr. Philippe Ozanian, to review 

the proposed Offer and render a reasoned opinion on the benefit of the Offer to the Company, its 

shareholders and its employees, in accordance with Article 231-19 4°) of the AMF General Regulation. 

Along with Mr. Philippe Ozanian, Mr. James Lines, director, was present. Mr. Robert Sayle, director, was 

absent. 

The Chairman reminded the board that on December 20, 2011, Acquco entered into 16 share purchase 

agreements with shareholders of the Company (the “Share Purchase Agreements”), pursuant to which 

Acquco acquired, through over-the-counter transactions, a total of 10,827,692 shares representing the 

65.70% of the share capital and voting rights of InfoVista (the “Controlling Block”). Acquco thus acquired 

67.11% of the share capital and voting rights, after deduction of the treasury shares held by the Company. 

Consequently to the acquisition of the Controlling Block, Acquco filed a proposed tender offer to acquire 

shares from the shareholders of InfoVista, for a price of 3.65 euros per share after the payment of a special 

dividend of 1.40 euros, this special distribution being subject to approval by the Company’s ordinary 

shareholders’ meeting on February 8, 2012 (the “Offer”). 

Moreover, on December 20, 2011, Acquco entered into an investment agreement with the managers of the 

Company (the “Investment Agreement”), under which the managers made a number of commitments. 

In this respect, the Chairman pointed out that the directors had reviewed the following documents: 

- the draft offer document prepared by the Offeror presenting the characteristics, terms and 

conditions of the proposed Offer; 

- the certificate issued by Ricol Lasteyrie in its report, in its capacity as independent expert for the 

purpose of the Offer; 

- the draft reply document to be filed by the Company with the AMF, which will include, in particular, 

this board of directors’ reasoned opinion on the Offer; and 

- the report drawn up by Ricol Lasteyrie dated January 18, 2012, regarding the proposed Special 

Distribution. 

The Chairman invited the independent expert to present its findings and to answer the questions of the 

directors. 

The board of directors noted, in particular, that independent expert had found that: 

“Upon conclusion of our analysis, we note that the price of €3.65 per share (after the exceptional dividend of 

€1.40 per share) offered as part of this Offer: 

- is identical to the price paid by the Company’s main shareholders under the transactions that enabled 

Project Metro to acquire a controlling interest in the Company (the share disposals covered 65.08% of 

the fully diluted equity) through a competitive bidding process. After reviewing the agreements, and 

absent any complementary agreements that might affect the financial terms of the transaction, we 

believe that the price resulting from this acquisition of a controlling interest in the Company represents 

an essential reference point; 


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- is identical to the value used for the contribution to Project Metro SCA of a 2.76% equity interest in the 

Company by the principal shareholding managers. This contribution was made as part of a strategic 

reinvestment agreement calling for a 10-year lock-up period applicable to the shareholding managers, 

with these managers also pledging to continue participating in the development of InfoVista’s business. 

These methods for the managers’ reinvestments in Project Metro are therefore not likely to jeopardize 

the fairness of the terms offered as part of this Offer; 

- results in premiums of between 7.3% and 15.0% over the values derived from a discounted cash flow 

(DCF) analysis, with it being noted that the business plan is based on economic assumptions whose 

variations could significantly affect the value. 

Although the relevance of the market price is limited given the low liquidity of the shares, we note that the 

Offer price offers significant premiums compared to the stock price: between 21% (average of 6 months) and 

74% (spot on 9 December 2011) on the market price adjusted for dividends (and between 15% and 44% 

based on the price before the dividend distribution and compared to market price not adjusted for dividends). 

This transaction affords the shareholders of InfoVista immediate liquidity at a price significantly higher than 

the stock price observed on the market over the last 6 months. In fact, it should be noted that the price of the 

Company’s shares has remained lower than the Offer price since they were re-listed after the suspension. 

In the absence of comparable transactions in this sector, peer comparison was used as a secondary method 

only. It confirmed the fairness of the Offer price. 

In this context and on these bases, we are of the opinion that the price of €3.65 per InfoVista share (after the 

special distribution of €1.40 per share) that the Offeror is planning to propose under this simplified tender 

offer, which may be followed by a squeeze-out process, is fair from a financial point of view for the 

shareholders of InfoVista. This conclusion also applies to the squeeze-out procedure that could be 

implemented at the conclusion of the Offer if the minority shareholders were to hold less than 5% of the 

equity and voting rights of the Company.” 

A discussion of all these points ensued. 

The board of directors discussed the reasons for the proposed Offer and the intentions of Acquco, as 

described in Acquco’s draft offer document. 

In particular, the board of directors noted that Acquco, ultimately held by Thoma Bravo Fund IX Limited 

Partnership (“Thoma Bravo”) did not intend to alter the current direction of InfoVista’s business and intended 

to enable the Company to continue to develop its products and expand its geographic reach to new markets. 

Acquco did not intend to significantly alter the scope of the Company’s operations in the next 12 months. 

Consequently, the Offer should not have any impact on the industrial, commercial and financial policy of 

InfoVista. 

In addition, Acquco claimed that its intention in taking over InfoVista was to pursue the continued operation 

and development of InfoVista, so that this acquisition should not have any particular impact on InfoVista’s 

employment policy. 

From this, the board of directors concluded that it was in the interest of InfoVista and its employees to carry 

out the Offer. 

The board of directors further considered that the proposed Offer benefited InfoVista’s shareholders, as it 

offered them the opportunity to receive immediate liquidity for their shares at the same price as that offered 

to the shareholders for the acquisition of the Controlling Block. 

Indeed, the Offer price of 3.65 euros, calculated after the payment of the dividend of 1.40 euros per share 

under the Special Distribution (i.e., an equivalent value per share of 5.50 euros, before payment of the 

special dividend) represents, according to the analysis of the independent expert Ricol Lasteyrie, significant 


- 47 -

premiums ranging from 21% (6-month average) to 74% (spot on December 9, 2011) on the market price 

adjusted for dividends (and from 15% to 44% based on the price before the dividend distribution and 

compared to market price not adjusted for dividends). 

The Offeror, who holds 65.70% of the share capital and 67.11% of the voting rights of InfoVista, intends to 

vote for the Special Distribution at the specially convened ordinary shareholders’ meeting to be held on 

February 8, 2012. In this respect, Ricol Lasteyrie was appointed by the board of directors to give an opinion 

on the consequences of the distribution on the financial condition and investment capacity of the Company in 

view of its business plan and its development prospects. Ricol Lasteyrie’s report dated January 18, 2012, 

confirmed that the special distribution was reasonable given the financial condition of the Company and did 

not affect its investment capacity or its development prospects as set out in its business plan. Ricol Lasteyrie 

also noted that the business plan did not provide for external growth and that any acquisition in the short run 

would require loans or equity contributions. 

In light of the above and upon due deliberation, the board of directors approved, by a unanimous vote of its 

members present or represented, the proposed tender offer as submitted to its examination and confirmed 

that it was in the interest of InfoVista, its shareholders and its employees; the board of directors also 

unanimously approved the related draft reply document. Consequently, the board of directors recommended 

to the shareholders to tender their shares to the Offer, which it considered to be fair. 

Regarding the treasury shares held by InfoVista, the board of directors acknowledged that it did not have to 

decide on their being tendered to the Offer, as the Offeror did not intend to purchase them. 

Mr. Philippe Ozanian expressed his intention to tender to the Offer the 533 shares he held in the Company, 

except for the one share he is required to hold in his capacity as director. He also specified that, given the 

commitments he had made to sell and contribute his BSAAR and to sell the shares resulting from the 

exercise of his Options under the Investment Agreement, the Offer did not extend to the shares underlying 

these BSAAR and options. 

The other two board members indicated that they did not hold any InfoVista shares other than the one share 

they are required to hold in their capacity as director, so that there was no question whether they should 

tender their shares to the Offer. 


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7 INTENTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF INFOVISTA 

Mr. Philippe Ozanian expressed his intention to tender to the Offer the 533 shares he held in the Company, 

except for the one share he is required to hold in his capacity as director. He also specified that, given the 

commitments he had made to sell and contribute his BSAAR and to sell the shares resulting from the 

exercise of his Options under the Investment Agreement, the Offer did not extend to the shares underlying 

these BSAAR and options. 

The other two board members indicated that they did not hold any InfoVista shares other than the one share 

they are required to hold in their capacity as director, so that there was no question whether they should 

tender their shares to the Offer. 


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8 ADDITIONAL INFORMATION ON INFOVISTA 

A document containing legal, financial, accounting and other information on the Company will be filed with 

the AMF no later than the day before the commencement date of the Offer, in accordance with Article 231- 

28 of the AMF General Regulations. 


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9 PERSONS TAKING RESPONSIBILITY FOR THE REPLY DOCUMENT 

"To the best of our knowledge, the information contained in this reply document is accurate and free 

of any material omissions." 

INFOVISTA 

Represented by Mr. Philippe Ozanian, President and CEO. 


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PRESENTED BY - InfoVista

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