PRESENTED BY - InfoVista

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