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Transaction Memorandum TRANSACTION MEMORANDUM PUBLISHED IN CONJUNCTION WITH THE CAPITAL INCREASE AND SHARE ISSUE FOR CASH CONSIDERATION OF 618,467 NEW SHARES THAT MAY BE INCREASED TO 817,922 NEW SHARES WITH NO PREFERENTIAL SUBSCRIPTION RIGHTS OR PREFERENTIAL SUBSCRIPTION PERIOD A statutory notice will be published in the Bulletin des annonces légales obligatoires on May 15, 2006. Pursuant to Articles L. 412-1 and L. 621-8 of the French Monetary and Financial Code, the French Autorité des Marchés Financiers (French financial market authority – “AMF”) registered this prospectus under visa no. 06-135 dated May 10, 2006, in accordance with Articles 211-1 to 216-1 of its general regulations. This prospectus has been prepared by the issuer under the responsibility of the signatories. Pursuant to Article L. 621-8-1 of the French Monetary and Financial Code, the AMF granted this visa after verifying “if the document is complete and comprehensible, and if the information it contains is consistent”. It does not imply either an approval of the benefits of the transaction or authentication of the accounting and financial data presented. This prospectus consists of: • The Reference Document of the Company registered by the AMF on April 28, 2006 under number R.06-0044, (the “Reference Document” established in accordance with the provisions of appendix I of EC regulation n° 809/2004 of April 29, 2004. • The present transaction memorandum, established in accordance with the provisions of appendix III of EC regulation n° 809/2004 of April 29, 2004, and • The summary prospectus (contained in the present transaction memorandum) Copies of this prospectus are available free of charge at the registered office of ARCHOS at 12 rue Ampère – ZI Igny – 91430 Igny and from BNP Paribas. The prospectus can be viewed on the websites of ARCHOS (www.archos.com) and the AMF (www.amf-france.org). Lead underwriter and book runner PAGES SUMMARY PROSPECTUS ................................................................................................................1 1. Key points of the offering and forecast timetable ............................................................1 2. Dilution ...............................................................................................................................4 3. Background information concerning ARCHOS and its financial statements..................5 4. Forecasts and trends.........................................................................................................6 5. Summary of the principal risk factors...............................................................................6 6. Members and organization of the administrative, management, supervisory and executive bodies ................................................................................................................7 7. Major shareholders............................................................................................................7 8. Related-party Transactions................................................................................................9 9. Employees..........................................................................................................................9 10. Additional information.......................................................................................................9 1. PERSON RESPONSIBLE FOR THE PROSPECTUS ........................................................10 1.1 Person responsible for the prospectus................................................................................10 1.2 Declaration of the person responsible for the prospectus....................................................10 1.3 Person responsible for the financial information..................................................................10 2. MARKET RISKS THAT COULD HAVE A MATERIAL IMPACT ON THE INVESTMENT SECURITIES OFFERED....................................................................................................10 3. UNDERLYING NFORMATION ........................................................................................... 11 3.1 Net working capital............................................................................................................. 11 3.2 Shareholders’ equity and net debt under IFRS....................................................................12 3.3 Interest of natural and legal persons participating in the offering .........................................12 3.4 Reasons for the offering and use of the proceeds...............................................................12 4. INFORMATION ABOUT SHARES TO BE ADMITTED FOR TRADING ON EUROLIST BY EURONEXTTM ...................................................................................................................13 4.1 Nature, category and dividend entitlement date of the transferable securities offered and admitted for trading ............................................................................................................13 4.2 Applicable law and competent courts..................................................................................13 4.3 Nature of shares and account registration procedures........................................................13 4.4 Currency of issue ...............................................................................................................14 4.5 Rights attached to the new shares......................................................................................14 4.6 Authorisations....................................................................................................................15 4.6.1 General Meeting authorising the issue................................................................................15 4.6.2 Decisions of the board of directors and the Chairman of the board and Managing Director of the Company .....................................................................................................................17 4.7 Date scheduled for the issue of new shares .......................................................................17 4.8 Restrictions on free trading in new shares ..........................................................................17 4.9 French regulations covering public offers............................................................................18 4.9.1 Obligatory offer to purchase ...............................................................................................18 4.9.2 Price guarantee..................................................................................................................18 i 4.9.3 Public buy-back offer and obligatory repurchase.................................................................18 4.9.4 Squeeze-out ......................................................................................................................18 4.10 Takeover bids launched by third parties on the equity of the issuer during the last financial year or the current one.......................................................................................................18 4.11 Tax status of the shares .....................................................................................................18 4.11.1 French tax residents...........................................................................................................19 4.11.2 Non-resident tax status ......................................................................................................22 5. TERMS AND CONDITIONS OF THE OFFERING ..............................................................23 5.1 Offering terms and conditions, statistics, estimated timetable and subscription application procedures.........................................................................................................................23 5.1.1 Terms and conditions of the offering ...................................................................................23 5.1.2 Amount of the issue ...........................................................................................................23 5.1.3 Subscription period and procedure.....................................................................................23 5.1.4 Forecast timetable..............................................................................................................24 5.1.5 Revocation/Suspension of the offering ...............................................................................25 5.1.6 Reducing subscriptions ......................................................................................................25 5.1.7 Subscription minimum and/or maximum .............................................................................25 5.1.8 Revoking subscription orders .............................................................................................25 5.1.9 Payment of funds and terms for issuing the shares.............................................................25 5.1.10 Terms and publication of the results of the offering .............................................................26 5.1.11 Exercise procedure and negotiability of subscription rights .................................................26 5.2 Securities distribution and allocation scheme......................................................................26 5.2.1 Categories of potential investors – Countries in which the offering will be open – Restrictions applicable to the offering ....................................................................................................26
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