PRESENTED BY - InfoVista

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TABLE OF CONTENTS The proposed offer and this draft reply document are subject to review by the AMF - 2 - 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 The proposed offer and this draft reply document are subject to review by the AMF - 3 -
Page 1: DRAFT REPLY DOCUMENT PRESENTED BY T
Page 5 and 6: 1.3 Terms of acquisition of the blo
Page 7 and 8: The PECs 1 referred to above will b
Page 9 and 10: companies owned by the Managers) an
Page 11 and 12: Managers The proposed offer and thi
Page 13 and 14: 4 INFORMATION ON THE COMPANY 4.1 Sh
Page 15 and 16: As far as the Company is aware and
Page 17 and 18: The board of directors is responsib
Page 19 and 20: - an amount equal to the higher of:
Page 21 and 22: 1. Overview of the transaction 1.1
Page 23 and 24: Liquidity contracts have been or wi
Page 25 and 26: 4.1 Rejected valuation methods Our
Page 27 and 28: Company’s share capital (61.18% o
Page 29 and 30: - an increase in the EBITDA margin
Page 31 and 32: Sensitivities to a variation of: -
Page 33 and 34: The Offer price before the stock’
Page 35 and 36: 4. 33 Comparable transactions metho
Page 37 and 38: The presenting firm used a 12.9% di
Page 39 and 40: elieve that the price resulting fro
Page 41 and 42: Date Target Initiator Presenting ba
Page 43 and 44: Stock price analysis: � Liquidity
Page 45 and 46: - Market data: Datastream and Assoc
Page 47 and 48: - is identical to the value used fo
Page 49 and 50: 7 INTENTION OF THE MEMBERS OF THE B
Page 51: 9 PERSONS TAKING RESPONSIBILITY FOR

PRESENTED BY - InfoVista

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