PRESENTED BY - InfoVista

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