Public Tender Offer to Remaining SinnerSchrader
Shareholders Open Until May 8, 2017
Accenture (NYSE: ACN) has completed the purchase of a 62%
majority shareholding in SinnerSchrader, one of the leading digital
agencies in Germany. The completion follows clearance from the
antitrust authorities.
This Smart News Release features multimedia.
View the full release here:
http://www.businesswire.com/news/home/20170412005558/en/
SinnerSchrader is a leading digital
agency in Germany (Photo: Business Wire)
Accenture previously announced its plans on February 20, 2017 to
drive the expansion of its digital agency, Accenture Interactive,
in Germany, Austria, and Switzerland with the acquisition of
SinnerSchrader to deliver end-to-end customer experience services
to clients.
“We are combining the scale and reach of the world’s largest
digital agency with the creativity, digital expertise and keen
market knowledge of a leading digital agency in Germany,” said
Brian Whipple, head of Accenture Interactive. “Together, we’re
bringing our unique model to clients in Germany: part creative
agency, part business consultancy, and part technology powerhouse –
all laser focused on creating the best customer experiences on the
planet.”
“Our work and our clients will benefit greatly from this unique
combination,” said Matthias Schrader, CEO of SinnerSchrader, who,
after a transition period, will lead Accenture Interactive in
Germany, Austria and Switzerland. “Linking SinnerSchrader’s proven
digital expertise to Accenture Interactive’s connected offering and
truly global network will unlock next-generation customer
experience and digital transformation services for companies and
brands in Germany. Becoming part of Accenture Interactive also
means exciting new opportunities for our talent.”
“Together, we are building Accenture Interactive as the leading
agency for a holistic customer experience offering in Germany that
helps clients digitally transform in an experience-led economy,”
said Rainer Balensiefer, head of Accenture Interactive for Germany,
Austria and Switzerland. “We are committed to preserving
SinnerSchrader’s interdisciplinary culture and studio network which
will be crucial to drive the expansion of Accenture Interactive
across Germany.”
With the acquisition of the majority shareholding, Accenture is
taking another important step towards the combination of its agency
business with SinnerSchrader, following the formal launch of its
public tender offer for the acquisition of the remaining
SinnerSchrader AG shares on March 27, 2017.
Accenture is offering 9.00 euros per share which represents an
attractive premium of 58% over the 12-month volume-weighted average
share price and 31% over the 3-month volume-weighted average share
price before the announcement on February 20, 2017. The acceptance
period of the tender offer ends on May 8, 2017. SinnerScharder AG’s
management and supervisory board recommended to accept the offer of
Accenture in their statement pursuant to §27 WPÜG on April 6,
2017.
The public tender offer document as well as further information
on the progress of the process and contact information for
shareholders are available at
http://accenture.de/company-acquisition.
About Accenture
Accenture is a leading global professional services company,
providing a broad range of services and solutions in strategy,
consulting, digital, technology and operations. Combining unmatched
experience and specialized skills across more than 40 industries
and all business functions – underpinned by the world’s largest
delivery network – Accenture works at the intersection of business
and technology to help clients improve their performance and create
sustainable value for their stakeholders. With approximately
401,000 people serving clients in more than 120 countries,
Accenture drives innovation to improve the way the world works and
lives. Visit us at www.accenture.com.
Accenture Interactive helps the world’s leading brands transform
their customer experiences across the entire customer journey.
Through our connected offerings in design, marketing, content and
commerce, we create new ways to win in today’s experience-led
economy. Accenture Interactive was ranked the world’s largest and
fastest-growing digital agency in the latest Ad Age Agency Report.
To learn more follow us @accenturesocial and
visit www.accenture.com/interactive.
About SinnerSchrader
SinnerSchrader is one of Europe’s leading digital agencies with
a focus on the design and development of digital products and
services. Its team of more than 500 build marketing solutions for
brands including Allianz, Audi, comdirect bank, ERGO, Telefonica,
TUI, Unitymedia and VW. Founded in 1996 and a public company since
1999, SinnerSchrader has offices in Hamburg, Berlin, Frankfurt,
Munich, Prague and Hanover.
Legal Disclaimer
The public tender offer will be executed solely based on the
offer document which will be made available at
http://accenture.de/company-acquisition. This press release does
not constitute an announcement pursuant to the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz) nor any other laws or regulations applicable to
the intended takeover offer. This press release does not constitute
an invitation to make an offer to sell shares in SinnerSchrader AG
or an offer to purchase shares in SinnerSchrader AG. Accenture will
not carry out a takeover offer under any jurisdiction other than
Germany, particularly not in the United States of America, Canada,
Australia or Japan. The shares referenced herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or with any securities regulatory
authority of any state or any other jurisdiction of the USA.
Securities may only be offered or sold within the USA pursuant to,
or in a transaction not subject to or exempt from, the registration
requirement of the Securities Act. There will be no public offering
in the USA. The offer referenced herein is not being made, directly
or indirectly, in or into the United States, or by use of the
mails, or by any means or instrumentality (including, without
limitation, e-mail, facsimile transmission, telephone and the
internet) of interstate or foreign commerce in the United States,
or of any facility of a U.S. national securities exchange, and the
offer cannot be accepted by any such use, means, instrumentality or
facility or from within the United States.
Forward-Looking Statements
Except for the historical information and discussions contained
herein, statements in this news release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “may,”
“will,” “should,” “likely,” “anticipates,” “expects,” “intends,”
“plans,” “projects,” “believes,” “estimates,” “positioned,”
“outlook” and similar expressions are used to identify these
forward-looking statements. These statements involve a number of
risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied. These
include, without limitation, risks that: the transaction might not
achieve the anticipated benefits for Accenture; Accenture’s results
of operations could be adversely affected by volatile, negative or
uncertain economic conditions and the effects of these conditions
on the company’s clients’ businesses and levels of business
activity; Accenture’s business depends on generating and
maintaining ongoing, profitable client demand for the company’s
services and solutions including through the adaptation and
expansion of its services and solutions in response to ongoing
changes in technology and offerings, and a significant reduction in
such demand or an inability to respond to the changing
technological environment could materially affect the company’s
results of operations; if Accenture is unable to keep its supply of
skills and resources in balance with client demand around the world
and attract and retain professionals with strong leadership skills,
the company’s business, the utilization rate of the company’s
professionals and the company’s results of operations may be
materially adversely affected; the markets in which Accenture
competes are highly competitive, and Accenture might not be able to
compete effectively; Accenture could have liability or Accenture’s
reputation could be damaged if the company fails to protect client
and/or company data from security breaches or cyberattacks;
Accenture’s profitability could materially suffer if the company is
unable to obtain favorable pricing for its services and solutions,
if the company is unable to remain competitive, if its
cost-management strategies are unsuccessful or if it experiences
delivery inefficiencies; changes in Accenture’s level of taxes, as
well as audits, investigations and tax proceedings, or changes in
tax laws or in their interpretation or enforcement, could have a
material adverse effect on the company’s effective tax rate,
results of operations, cash flows and financial condition;
Accenture’s results of operations could be materially adversely
affected by fluctuations in foreign currency exchange rates;
Accenture’s business could be materially adversely affected if the
company incurs legal liability; Accenture’s work with government
clients exposes the company to additional risks inherent in the
government contracting environment; Accenture might not be
successful at identifying, acquiring, investing in or integrating
businesses, entering into joint ventures or divesting businesses;
Accenture’s Global Delivery Network is increasingly concentrated in
India and the Philippines, which may expose it to operational
risks; as a result of Accenture’s geographically diverse operations
and its growth strategy to continue geographic expansion, the
company is more susceptible to certain risks; adverse changes to
Accenture’s relationships with key alliance partners or in the
business of its key alliance partners could adversely affect the
company’s results of operations; Accenture’s services or solutions
could infringe upon the intellectual property rights of others or
the company might lose its ability to utilize the intellectual
property of others; if Accenture is unable to protect its
intellectual property rights from unauthorized use or infringement
by third parties, its business could be adversely affected;
Accenture’s ability to attract and retain business and employees
may depend on its reputation in the marketplace; if Accenture is
unable to manage the organizational challenges associated with its
size, the company might be unable to achieve its business
objectives; any changes to the estimates and assumptions that
Accenture makes in connection with the preparation of its
consolidated financial statements could adversely affect its
financial results; many of Accenture’s contracts include payments
that link some of its fees to the attainment of performance or
business targets and/or require the company to meet specific
service levels, which could increase the variability of the
company’s revenues and impact its margins; Accenture’s results of
operations and share price could be adversely affected if it is
unable to maintain effective internal controls; Accenture may be
subject to criticism and negative publicity related to its
incorporation in Ireland; as well as the risks, uncertainties and
other factors discussed under the “Risk Factors” heading in
Accenture plc’s most recent annual report on Form 10-K and other
documents filed with or furnished to the Securities and Exchange
Commission. Statements in this news release speak only as of the
date they were made, and Accenture undertakes no duty to update any
forward-looking statements made in this news release or to conform
such statements to actual results or changes in Accenture’s
expectations.
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version on businesswire.com: http://www.businesswire.com/news/home/20170412005558/en/
Accenture InteractiveJens R. Derksen, + 49 175
5761393jens.derksen@accenture.comorSinnerSchrader AGCarmen
Fesenbeck, + 49 151 10939574carmen.fesenbeck@sinnerschrader.com
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