NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Munich / March 9, 2018. cyan AG (“cyan”), a leading European provider of intelligent, white labeled IT security solutions founded in 2006 with its holding company based in Munich, today released details of its plan to seek a listing of its shares on the Frankfurt Stock Exchange (SCALE segment).
The offer period commences on March 12 and is expected to end on March 23, 2018 (12:00 CET for retail investors, 15:00 CET for institutional investors). Trading in the shares on the Frankfurt Stock Exchange’s SCALE segment is expected to begin on March 28, 2018.
The share offer comprises a total of up to 1,200,000 new shares from a capital increase and an additional allocation (“greenshoe option”) of up to 180,000 shares, also forming part of a capital increase. Existing shareholders shall not be divesting any of their shares and have agreed to abide by a twelve-month lockup period. The issue price has been set at between €20.00 and €23.00 per share. Details of the final offer price and placement volume will be finalized during the bookbuilding process and are expected to be announced on March 23, 2018. Upon take-up of the full complement of shares (including the greenshoe) offered to investors, the placement is expected to raise between €27.6m and €31.7m.
Details of the offer are explained in the issue prospectus approved by Germany’s financial markets regulator Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) on March 9, 2018. The prospectus can be downloaded from the "Investor Relations" section of the cyan AG website at www.cyansecurity.com.
Core business: Security solutions for mobile data traffic
The main business areas of the company are security solutions for the mobile data traffic of end customers of mobile network operators and fixed line internet service providers (MNO, ISP), mobile virtual network operators (MVNO), the insurance and financial services sector and government institutions. cyan’s solutions are generally integrated into the data centers of the business partner and are thus easily scalable. B2B business partners participate directly in earnings (“revenue share model”), allowing them to generate significant additional revenues.
Besides its headquarters in Munich (GER), the company has locations in Vienna (AT), Brno (CZ) and Warsaw (PL). Its international customer base includes global network operators and banks including, for example, T-Mobile and Sberbank Europe.
Direct integration into date centers without any investment or operating costs being incurred by business partners
For business partners, no costs are incurred when implementing cyan’s products (no CAPEX, no OPEX). With no investments necessary for them, they can offer their customers first-class security solutions and create new sources of earnings. As the solutions provided by cyan are “white labeled”, they also have a positive effect on the brands of business partners.
End users, through the direct integration in their already existing contractual relationship or app, enjoy very easy handling and booking (“one-click solution”) combined with attractively priced and high-quality security solutions for their mobile devices that can, for example, be billed by mobile network operators via their mobile phone contract. This includes, for example, real-time protection from phishing, malware, viruses and trojans, as well as identity theft.
IPO designed to foster further growth
The proceeds from the IPO will primarily serve to finance the full acquisition of Cyan Security Group GmbH, which acts as a holding for the operational units of the cyan Group, and in which cyan AG currently owns a stake of 51 per cent.
Additionally, the proceeds from the share offering shall also chiefly be used to realize organic and external growth potentials designed to strengthen the competitive position of cyan AG in the European market (“landgrab strategy”).
Peter Arnoth, chief executive officer of cyan, stated: “We are confident that the IPO will give a further major boost to our growth acceleration strategy while also serving to improve our market visibility. With our focus on the security of handsets and other digital devices, our company’s growth is driven by the megatrend digitization and end-users’ increasing need for security solutions.”
CFO Michael Sieghart added: “Increasingly, people are using mobile devices for important and personal matters such as e-mails, mobile banking, web shopping and social media, and are thus constantly exposed to an increasing threat of cyberattacks. The white labeled solutions of cyan allow companies such as mobile phone service providers, banks and insurance companies to offer first-class security solutions to their customers at attractive prices. Branding in the corporate design of our business partners also strengthens their brands and gives them a strong competitive advantage. Through the high scalability of our security solutions, cyan has a high level of profitability and excellent growth potential.”
Hauck & Aufhäuser and MAINFIRST are acting as joint bookrunners for the share offer.
About cyan AG
cyan is a leading European provider of intelligent, white labeled IT security solutions with more than 25 years of experience in the area of IT security. cyan’s holding company is based in Munich, Germany. The main business areas of the company are mobile security solutions for the end customers of mobile network operators and fixed line internet service providers (MNO, ISP), mobile virtual network operators (MVNO), the insurance and financial services sector and government institutions. cyan’s solutions can easily be integrated into the existing infrastructure of business partners and introduced to the market via a revenue share model. In addition, data protection is assured through full integration into the customer’s own network environment. Further information is available at www.cyansecurity.com.
cyan operates its own research and development center and maintains close links to universities, international research institutes, security organizations, financial institutions and social organizations. This close collaboration ensures the early recognition of trends and technical developments for integration into cyan’s products.
Further information available at www.cyansecurity.com
This announcement does not contain or constitute an offer to sell nor a solicitation to buy or subscribe for securities.
This announcement is not a prospectus. Potential investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of the information contained in the prospectus to be issued by the Company in connection with the public offering of such securities (including any supplements thereto). Copies of such prospectus will, following approval by the German federal financial supervisory agency (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) and publication, be available free of charge at the offices of cyan AG, Munich, Germany, as well as, for viewing in electronic form, on the websites of the Frankfurt Stock Exchange (http://www.boerse-frankfurt.de) and the Company.
This announcement is not an offer of securities for sale in the United States of America (the "United States"). Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from the Company and that would contain detailed information about the Company and its management, as well as the financial statements of the Company. There will be no public offer of the securities in the United States.
In the United Kingdom, this information is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.
Subject to certain exceptions under the Securities Act, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might," or, in each case, the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with our industry, as well as many other risks specifically related to the Company and its operations.back
Do you want to learn more about our products or are you interested in a co-operation or partnership with cyan? Please contact us - we are looking forward to answer your questions.