PARIS, Sept. 20, 2016 (GLOBE NEWSWIRE) — The AMF published on September 15, 2016, the results of the tender offer initiated by Claudius France on Cegid Group to acquire (i) all of the Cegid Group shares at the price of 61.00 euros per share (ex-dividend, following payment of 1.25 euros dividend per share on May 13, 2016) and (ii) all the redeemable warrants 1 and 2 issued by Cegid Group and traded on Euronext Paris at a price of 44.25 euros per redeemable warrant, with both shares and redeemable warrants to be paid exclusively in cash (the “Offer“).
Following such announcement, Claudius France confirms the success of its Offer. Given the 4,739,649 shares tendered to the Offer and the 3,470,156 shares acquired by Claudius Finance on July 8, 2016, Claudius France will hold, together with Claudius Finance, after the settlement-delivery expected to occur on September 21, 2016, 8,209,805 shares representing 88.92% of the share capital and 87.94% of the voting rights of Cegid Group and, taking into account the 136,807 treasury shares held by Cegid Group, 90.40% of the share capital and 89.41% of the voting rights of Cegid Group1. Besides, in the context of the Offer, Claudius France has acquired 25,717 redeemable warrants representing 89.47% of the outstanding redeemable warrants.
Subsequent tender offer to be open between September 23 and October 6, 2016
In order to enable Cegid Group security holders who have not yet tendered their securities to benefit from the Offer and in accordance with article 232-4 of the General Regulation of the AMF, the Offer will be reopened between September 23 and October 6, 2016.
The terms of the subsequent offer remain the same as those listed in the tender offer prospectus related to the Offer, which has received AMF visa n°13-346 on July 26, 2016.
If, immediately following the Offer, the minority shareholders do not hold more than 5% of the share capital or voting rights, Claudius France will request the implementation of a squeeze-out (the “Squeeze-Out“) in accordance with article 237-14 of the AMF’s General Regulation, and the price to be paid by Claudius France for each share and each redeemable warrant tendered into the Offer (including the reopened offer) or transferred in the Squeeze-Out shall be increased by 1.25 euros, thus resulting in a price per share being equal, in total, to 62.25 euros and a price per redeemable warrant being equal, in total, to 45.50 euros.
Cegid is a leading player in the digital transformation of companies, providing cloud services and enterprise software to private companies and public entities alike. Cegid addresses the management needs of companies and public entities of all sizes in the fields of finance, taxation and human resources, and offers industry-specific solutions to companies in the manufacturing, trade, services and retail sectors as well as to the accounting profession. Based on MoBiCloTM, its technological concept combining Mobility, Business Intelligence and the Cloud, Cegid’s innovation strategy integrates the new ways in which people use software. Cegid is an international group with more than 2,200 employees, 30 locations in France, and over 15 subsidiaries and offices worldwide. Cegid serves more than 135,000 client sites and 430,000 users, including over 150,000 in SaaS mode. In 2015, its revenues exceeded €300 million on a pro forma basis. Cegid is listed on Euronext Paris. Please visit www.cegid.com .
Claudius France is a holding company controlled by Claudius Finance, which is itself indirectly controlled by U.S. investment fund Silver Lake and AltaOne Capital, an investment company based in London. Claudius France has filed a tender offer for all Cegid shares and redeemable warrants. Claudius Finance is the entity that has acquired a 37.6 % stake in Cegid from Groupama, Groupama Gan Vie and I.C.M.I. on July 8, 2016..
About Silver Lake
Silver Lake is the global leader in technology investing, with over $24 billion in combined assets under management and committed capital. The firm’s portfolio of investments collectively generates more than $100 billion of revenue annually and employs more than 245,000 people globally. Silver Lake has a team of approximately 100 investment and value creation professionals located in New York, Menlo Park, San Mateo, London, Hong Kong and Tokyo. The firm’s current portfolio includes leading technology and technology-enabled businesses such as Alibaba Group, Ancestry, Avaya, Broadcom Limited, Cast & Crew, Ctrip, Dell, Global Blue, GoDaddy, Intelsat, Motorola Solutions, Quorum Business Solutions, Red Ventures, Sabre, Smart Modular, Solar Winds, Symantec, Vantage Data Centers, and WME/IMG. For more information about Silver Lake and its entire portfolio, please visit www.silverlake.com.
About AltaOne Capital
AltaOne is an investment firm based in London and founded in 2015 by Behdad Alizadeh and Shahriar Tadjbakhsh. AltaOne’s investment strategy includes acquiring significant ownership stakes in a small number of European companies that are leaders in their markets, and in which it can enhance the long term value of their businesses as an active professional shareholder. AltaOne’s principals have substantial public and private company investment experience as anchor shareholders across a broad range of industries, including technology, media and telecommunications.
Any additional information regarding the Offer may be obtained from Georgeson, acting as information agent for Claudius France, by calling the following toll-free number between 23rd September and 6th October:
|00 800 6540 6540|
Brunswick – Benoit Grange
Tel : + 33 1 53 96 83 83
Email : firstname.lastname@example.org
Havas Worldwide Paris – Charles Fleming
Tel : +33 1 58 47 94 40
Email : email@example.com
Access to the Information Memorandum and to every document relating to the Offer might be subject to legal restrictions in certain jurisdictions. Failure to comply with legal restrictions may constitute a violation of applicable laws and regulations regarding stock markets in certain jurisdictions. Claudius France declines all responsibility in case of violation by any person of applicable regulations.
Shareholders and other investors are recommended to inspect the documents relating to the Offer before taking any decision relating to the Offer.
This announcement is not an offer to purchase or a solicitation of an offer to sell any securities. The Offer will be made only pursuant to the offer documentation which will contain the full terms and conditions of the Offer. Any decision in respect of the Offer should be made only on the basis of the information contained in such offer documentation. The Offer relates to the shares of a French company and is subject to French procedural and disclosure requirements that are different from those of other jurisdictions, including the United States. In addition, Claudius France, its direct or indirect shareholders and their respective affiliates may purchase or arrange to purchase shares of Cegid Group otherwise than pursuant to the Offer, such as in open market or privately negotiated purchases.
1 As of September 13, 2016, the share capital of Cegid Group was comprised of 9,233,057 shares and 9,335,162 voting rights, in accordance with article 223-11 of the AMF’s General Regulation.