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cyan AG resolves on 10 % cash capital increase to further strengthen dynamic company growth and to secure market position

07/09/2019
DGAP-News: cyan AG resolves on 10 % cash capital increase to further strengthen dynamic company growth and to secure market position

DGAP-News: cyan AG / Key word(s): Capital Increase

09.07.2019 / 17:41
The issuer is solely responsible for the content of this announcement.


INFORMATION IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED. FURTHER RESTRICTIONS APPLY.


cyan AG resolves on 10 % cash capital increase to further strengthen dynamic company growth and to secure market position

- Shares to be offered in a private placement

- Investments in organizational structure, market penetration and research & development planned

- Focus on sales growth in 2020/2021

- Strategic goal: global market share of 10%


Munich, July 9, 2019 / The Executive Board of cyan AG ("cyan" or the "company") with the approval of the Supervisory Board has resolved on a capital increase with the exclusion of subscription rights in order to strengthen and sustainably secure the company's dynamic growth with various measures. The largest contract in the company's history with Orange with a runtime over several years comprising up to 27 countries as well as the large number of successful negotiations with international mobile phone companies have proven that cyan currently has the unique opportunity to position itself as a leading independent cyber security specialist on a global scale.

Peter Arnoth, CEO of cyan AG: "The highly positive feedback on our products, our cooperative marketing models and our lead in security quality have led to the decision that we will give top priority to revenue growth in the next 18 months. We now have the opportunity to rapidly develop and sustain our global market position."

The placement of the shares starts immediately. By partially utilizing the existing authorized capital, the company's share capital of EUR 8,885,944.00 is to be increased by up to EUR 888,594.00 to up to EUR 9,774,538.00 by issuing up to 888,594 new bearer shares against cash contributions under exclusion of shareholders' subscription rights. The new shares are entitled to dividends as of January 1, 2019. In addition, up to 550,000 shares from the holdings of the existing shareholders Mr. Alexander Schütz, Apeiron Investment Group Ltd. and Tansanit foundation may be placed ("upsize option") in the event of strong demand. The decision on the implementation and size of the additional upsize option will be taken no later than tomorrow morning, July 10, 2019, prior to start of trading.

The new shares were offered for subscription to Joh. Berenberg, Gossler & Co. KG with the obligation to offer them for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The final number of shares to be issued and the placement price will be determined by the Management Board after completion of an accelerated bookbuilding process to be carried out by Berenberg.

cyan AG and the three major shareholders of the company, Mr. Alexander Schütz, Apeiron Investment Group Ltd. and Tansanit foundation agreed to a six-month lock-up period for their shareholdings remaining after the potential exercise of the upsize option (subject to customary exceptions).

With the funds from the capital increase cyan wants to invest in three fields in particular.

1) Organization: The organization will be further expanded and globalized through the targeted hiring of employees in the areas of operations, IT development, R&D and sales. In particular, the company intends to position itself better for new customer integration and higher transparency requirements with regards to capital markets. In addition, further local support centers are planned in Latin America and in the medium term in the USA and Asia.

2) Customers and market share: The company's long-term goal is to achieve a global market share of 10%. Market penetration will be supported by new marketing models, targeted marketing measures and attractive sales incentives. New customers are to be acquired as quickly as possible in order to secure the maximum market share for the future ("land grab strategy"). Furthermore, cyan strives to acheive longer contract terms and plans to support marketing measusers which address the end customer.

3) Research & Development: Investments will be aligned with customer needs and demand. One focus lies on the area of artificial intelligence in order to be prepared for 5G and the strongly growing IoT market, i.e. the increasing networking of objects with the Internet. In addition, the global research and development network will be significantly expanded in order to develop and apply further analysis methods. To this end, cyan also plans to cooperate with international universities and research institutions.

Joh. Berenberg, Gossler & Co. KG acts as Sole Global Coordinator and Sole Bookrunner in the capital increase and the secondary placement.

About cyan:

cyan is a leading European provider of intelligent, white labeled IT security solutions with more than 15 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. With the acquisition of I-New in July 2018, cyan became a one-stop solution for MVNOs worldwide. Today, the group has more than 40 international MVNOs with around 5.5 million end consumers among its contractual partners. 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. In December 2018 cyan has concluded a global group contract with Orange for its cyber-security solutions.

cyan operates its own research and development center and maintains close links to universities, international research institutes, security, financial and social organizations. This close collaboration ensures the early recognition of trends and technical developments for integration into cyan's products.

Further information is available at www.cyansecurity.com

Investor Contact

Florian Rukover, Head of IR
cyan AG
[email protected]

Press Contact

Frank Ostermair
Better Orange IR & HV AG
Tel. +49 89 88 96 906 14
[email protected]

Important information

This release is for information only and does not constitute an offer to purchase, sell, exchange or transfer any securities or a solicitation to submit an offer to purchase securities of cyan AG in the United States or any other jurisdiction. The securities of cyan AG referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may only be sold or offered in the United States pursuant to an exemption from registration under the Securities Act. In the United States, the securities will be offered and sold exclusively to qualified institutional buyers as defined in Rule 144A of the Securities Act. Neither cyan AG nor any other participant in the transaction described herein intends to register any securities under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States in connection with the proposals described in this announcement. The securities may not be offered in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering documents relating to the securities in such jurisdiction.

In the United Kingdom, this release is only directed at persons who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). The securities referred to in this release may only be purchased by Relevant Persons and any solicitation to subscribe, purchase or otherwise obtain such securities, and any offer or agreement related to the foregoing may only be made or entered into with Relevant Persons. Any person who is not a Relevant Person must not take any action as a result of, or rely on the content of, this release.

The securities mentioned in this release may neither be sold nor offered to, or for the account of, persons located or residing in Australia, Canada or Japan.

No action has been taken by cyan AG, Joh. Berenberg Gossler & Co. KG ("Berenberg") or any of their respective affiliates that would permit a public offering of the securities or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. In member states of the European Economic Area ("EEA") that have implemented Directive 2003/71/EC (including all amendments, in particular Directive 2010/73/EU, the "Prospectus Directive") (the "Relevant Member States"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). Any person in the Relevant Member States who acquires the securities in any offer or to whom any offer of the securities is made (an "Investor") will be deemed to have represented and agreed that it is a Qualified Investor. Any Investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the United Kingdom and other member states (where equivalent legislation exists) for whom the Investor has authority to make decisions on a wholly discretionary basis, and not to have acquired the securities with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication of a prospectus pursuant to Article 3 of the Prospectus Directive by cyan AG, Berenberg or any of their respective affiliates.

This communication contains forward-looking statements that are to some degree subject to risks and uncertainties. Future results may deviate considerably from those currently expected due to various risk factors and uncertainties such as changes in the business, economic and competitive situation, exchange rate fluctuations, uncertainties arising from legal disputes or investigative proceedings, and access to financial resources. cyan AG assumes no responsibility whatsoever for updating the future-related statements contained in this communication.



09.07.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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