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Cloudeeva Has Signed a Letter of Intent Considering a Voluntary Takeover Offer


November 22, 2013 - Linz, Austria

LINZ, AUSTRIA--(Marketwired - November 22, 2013) - Cloudeeva, Inc. (PINKSHEETS: SYAI) ("Cloudeeva" or the "Company"), a global cloud and technology company specializing in Cloud, Big Data and Mobility solutions and services and S&T AG (ISIN AT0000A0E9W5, WKN A0X9EJ, SANT), have signed a Letter of Intent. The terms of the Letter of Intent is the planned submission of a voluntary takeover offer to the shareholders of S&T AG by Cloudeeva. The submission of a voluntary takeover offer is dependent -- among other things -- on the positive completion of a due diligence by Cloudeeva. The due diligence has begun today and planned to be concluded by January 2014. The Letter of Intent provides that the aggregate purchase price to be offered in the takeover offer for 100% of the shares of S&T will be EUR118 million, whereby the purchase price will be corrected (upwards or downwards) by Cloudeeva prior to the announcement if its intention to make the Offer to adequately consider S&T's consolidated financial results since December 31, 2012.

Subject to a consummation of the Transaction and more than 50% shares of S&T are acquired, Cloudeeva and S&T, consolidated company would have the following Highlights:

  • Combined headcount at 2,050 globally
  • Combined company will be a key player across several industry verticals including Banking & Financial Services, Insurance, Manufacturing, Retail, and Media & Entertainment
  • Increased access to global customers in Cloud, Mobility, and Big Data services
  • Increased scale, leadership strength and engineering bench

The acquisition will bring together two highly recognized cloud services and technology outsourcing companies with complementary industry verticals, and facilitate sustained long-term growth for the combined entity. The combination will create a compelling go-to-market strategy with S&T's differentiated cloud appliances and outsourced services business model augmented by Cloudeeva delivery expertise and focus on Cloud, Mobility and Big Data solutions.

Cloudeeva expects to realize multiple synergies from this combination:

  • Opportunity to play in larger enterprise cloud deals and more verticals
  • Opportunity to cross-sell key unique solutions to a broader client base in North America, Europe and India
  • Efficiencies in operations and delivery services
  • Economies of scale from consolidation of shared services 

Commenting on the acquisition, Adesh Tyagi, Chairman & CEO of Cloudeeva, said, "It has been our stated intent to scale revenues, customers, and expand our vertical capability. We believe the threshold of a half a billion dollar revenue will facilitate faster adoption of our Cloud, Mobility, and Big Data services with Outsourced Services and Cloud Appliances. We also believe that the combination will help customers get better service, access to more service lines, technology products and deeper pools of expertise." Adesh Tyagi added, "The objective is to synergize the leadership team of both Cloudeeva and S&T to create, over time, a world-class integrated leadership team which will drive the combined company to newer horizons. Cloudeeva plans to achieve increased shareholder value through optimizing in pricing on existing products & services expanding availability of ancillary services through additional distribution channels. Our strategy will significantly improve our efficiency, profitability and capital structure, making S&T a stronger, more investable business." 

Hannes Niederhauser, Chief Executive Officer of S&T AG, said, "The planned changes announced today mark important initial steps in our efforts to maximize operational efficiency while continuing our revenue growth initiatives. Such a transaction will result in additional shareholder value. We expect to achieve measurable operating savings, expanding our product portfolio, improved operating results, target strategic acquisitions and identify further efficiencies."

Terms and Financing of the Transaction:

Cloudeeva expects to fund the purchase consideration through a combination of debt and equity financing.

About Cloudeeva, Inc.

Cloudeeva is a global cloud services and technology solutions company specializing in Cloud, Big Data and Mobility solutions and services with offices in California, New Jersey, Chicago, and India. Cloudeeva's unique business value is a results-driven enterprise-class methodology that enables business transformation. Cloudeeva offers a global systems integrator and solution services to enterprises, the speed and agility of a boutique tech services firm, leveraging global experience over 5,000 Cloud, Big Data, and Mobile engagements. Cloudeeva has provided consulting, managed services, change strategy and training, and technology staffing architected specifically for cloud-based, big data and mobile environments. Cloudeeva has worked with more than 800 enterprises, including organizations like Bank of the West, Jefferies, Fremont Bank, City of Beverly Hills, Ranbaxy, John Deere, Colgate Palmolive, and World Vision. For additional information about Cloudeeva, please visit http://www.cloudeeva.com/ or connect with us on Twitter, Facebook, Google+ and LinkedIn.

About S&T AG

S&T AG (ISIN AT0000A0E9W5, WKN A0X9EJ, SANT), formerly Quanmax AG, is listed on the Prime Standard segment of the Frankfurt Stock Exchange. The company has 1,500 employees. They work in offices located in 19 CEE (central and eastern European) countries. S&T is one of the three largest IT systems houses in Eastern Europe, in which it maintains a region-wide network. S&T AG has a broad-ranging portfolio. It features a large number of products containing proprietary technologies.

Forward-Looking Statements and Safe Harbor Statement

The information provided herein may include forward-looking statements. These forward-looking statements may be identified by the use of terms and phrases such as "anticipates," "believes," "can," "could," "estimates," "expects," "forecasts," "intends," "anticipates", "may," "plans," "projects," "targets," "will," and similar expressions or variations of these terms and similar phrases. These forward-looking statements are largely based on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Such forward-looking statements include, without limitation, projections about our possible future results, statements about our plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. Additionally, statements concerning future matters such as new business models, new products, product enhancements, new technologies, sales levels, expense levels and other statements regarding matters that are not historical are forward-looking statements. Management cautions that these forward-looking statements relate to future events or our future financial performance and are subject to business, economic, regulatory and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or achievements of our business or our industry to be materially different from those expressed or implied by any forward-looking statements. There is no certainty or assurance that any prospective events referenced as forward-looking statements will be achieved. The Company undertakes no duty to provide updates with respect to matters disclosed in this press release.

Aditi Aswani
IR Associate
Cloudeeva, Inc
925-226-2460
ir@cloudeeva.com

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