Capgemini has filed its friendly tender offer for Altran with the French financial market authority (AMF)

• Capgemini has filed a draft offer document with the AMF
  
• Independent expert appointed by Altran has concluded that the offer price of €14 per share is fair
  
• Altran’s Board of Directors issued a positive reasoned opinion (avis motivé) on the tender offer

Paris, 23 September 2019 – Capgemini (Euronext Paris: CAP) today announced that it has filed the draft offer document with the French financial market authority AMF (Autorité des marchés financiers) relating to its friendly tender offer for all of the shares of Altran Technologies (Euronext Paris: ALT) at a price of €14 per share, with a view to creating a global digital transformation leader for industrial and tech companies. The proposed acquisition of Altran by Capgemini, which was first announced on 24 June 2019, will create a group with revenues of €17 billion^[1] and over 265,000 employees. The new entity will leverage its unique positioning in the particularly promising “Intelligent Industry” segment.

As stated in Altran’s press release dated as of today, the report of the independent expert, Finexsi, appointed by the Board of Directors of Altran, has determined that the offer price is fair from a financial point of view for Altran’s shareholders. After reviewing, inter alia, such report, Altran’s Board of Directors, held yesterday, issued a positive reasoned opinion (avis motivé) and determined that Capgemini’s friendly tender offer at a price of €14 per share is in the interests of Altran, its shareholders and its employees, and recommended that Altran’s shareholders tender their shares in the tender offer.

The offer price of €14 per share represents a premium of 30% over Altran’s volume-weighted^[2] average share price in the month preceding the announcement, and a premium of 33% over the three-month average^[3].

Capgemini’s draft offer document is in particular available on the Investor Relations section of Capgemini’s website and on the AMF website. The tender offer, as well as the draft offer document, remain subject to review by the AMF which will assess compliance with applicable laws and regulations. In accordance with Article 231-16 of the AMF General Regulation, the key terms of Capgemini’s draft offer document, and the procedures for making it available, are set out below in the section entitled “Key terms of Capgemini’s draft offer document”.

The closing of the tender offer, once open, will be subject to the receipt of the antitrust clearances from the European Commission and Morocco’s competition authority^[4]. Capgemini reserves the right to waive such conditions. As previously announced, completion of the transaction is expected by the end of 2019.

Capgemini’s tender offer is furthermore subject to an acceptance threshold set at 50.10% of the share capital and voting rights of Altran, on a fully diluted basis^[5]. Since 2 July 2019, Capgemini already held 29,378,319 shares representing 11.43% of Altran’s share capital.

 

IMPORTANT INFORMATION

This press release is disseminated for information purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any securities of Altran Technologies.

Investors and shareholders are strongly advised to read the documentation relating to the tender offer, which includes the terms and conditions of the offer, as well as any amendments or supplements to those documents as they will contain important information about Capgemini, Altran Technologies and the proposed transaction. The draft offer document prepared by Capgemini was filed with the French Autorité des marchés financiers and disseminated today. The tender offer and the draft offer document remain subject to review by the French Autorité des marchés financiers.

The transaction remains subject to the required regulatory authorizations and other customary conditions, as described in the documentation relating to the tender offer.

This press release must not be published, broadcast or distributed, directly or indirectly, in any country in which the distribution of this information is subject to legal restrictions. The tender offer will not be open to the public in jurisdictions in which its launch is subject to legal restrictions.

The publication, broadcasting or distribution of this press release in certain countries may be subject to legal or regulatory restrictions. Therefore, persons located in countries where this press release is published, broadcasted or distributed must inform themselves about and comply with such restrictions. Capgemini disclaims any responsibility for any violation of such restrictions.

 

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APPENDIX :
KEY TERMS OF CAPGEMINI’S DRAFT OFFER DOCUMENT (SEE PDF)

 

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[1] Based on 2019 targets announced by each of the two groups.
[2] Adjusted for €0.24 dividend detached on 27 June 2019.
[3] Periods ending on Monday, 24 June 2019 included, last day of trading before the announcement of the proposed offer made after closing of the market.
[4] In view of the progress made in the process of obtaining CFIUS (Committee on Foreign Investment in the United States) authorization in the United States, Capgemini decided, as it was entitled to do by the tender offer agreement, to file its tender offer before obtaining such authorization. The tender offer will not be subject to obtaining the CFIUS authorization.
[5] Capgemini reserves the right to waive such condition in accordance with applicable laws, in which case the caducity threshold (seuil de caducité) as provided by applicable laws, i.e. 50% of the share capital or voting rights (on a non-diluted basis), will still apply.