Success of Capgemini’s tender offer for Altran: Capgemini now holds
98% of Altran’s share capital
Press relations:Florence
LièvreTel: +33 1 47 54 50 71florence.lievre@capgemini.com
Investors relations:Vincent
BiraudTe: +33 1 47 54 50 87vincent.biraud@capgemini.com
Success of Capgemini’s tender offer for
Altran: Capgemini now holds 98% of Altran’s share
capital
- Capgemini will request the implementation of a
squeeze-out procedure
- Creation of the world leader in « Intelligent
Industry »
- Strong value creation with all expected synergies now
accessible
Paris, April 1, 2020 – The French financial
market authority (Autorité des marchés financiers - AMF) announced
today that 110,571,163 Altran shares have been tendered in
connection with the final reopening of the friendly tender offer of
Capgemini (Euronext Paris: CAP) for Altran Technologies (Euronext
Paris: ALT). Upon settlement and delivery of this reopening,
scheduled on April 8, 2020, Capgemini will hold 98.15% of Altran’s
share capital and at least 98.03% of Altran’s voting rights1.
Capgemini will request the AMF, as soon as tomorrow, to
implement the squeeze-out procedure in order to obtain the transfer
of all the Altran shares not tendered to the offer, in accordance
with the terms of its tender offer and on the same financial terms
(i.e., 14.50 euros per Altran shares).
Paul Hermelin, Chairman and Chief Executive Officer of the
Capgemini Group and Aiman Ezzat, the next Chief Executive Officer
of the Capgemini Group following the May 20, 2020 Annual General
Meeting, stated: “We are satisfied with the outcome of this
friendly tender offer, whose success allows us to hold more than
98% of the share capital, giving us access to all the value
creation levers. We would like to thank all the Altran shareholders
who tendered their shares, thus validating the soundness of our
strategy and the industrial project we are proposing. Once again,
we would like to welcome the 50,000 Altran employees with whom we
will be working in order to begin the integration process and to
implement synergies.”
Paul Hermelin and Aiman Ezzat added: “This good news comes in
the unexpected and difficult context that we are living through
with this pandemic. Today, our top priority is to safeguard the
health and safety of our employees, partners and customers, while
ensuring business continuity for our clients. We would like to take
this opportunity to thank all our teams for their full commitment
during this period. Steps have been taken to ensure that the vast
majority of our employees around the world are able to work
effectively from home. The ratio of home-based work for Capgemini
and Altran today stands at nearly 90%. Together with all of
Altran's employees, we are approaching this exceptional period with
solidarity and determination.”
Creation of a world leader in « Intelligent
Industry »
The new Group will benefit from a unique ability
to support industrial and tech players in their digital
transformation. Capgemini will leverage its business knowledge, its
ability to innovate, its privileged access to decision-makers and
its services portfolio, in the fields of information technologies
(IT) and operational technologies2 (OT). Capgemini will now take
the lead in the very promising market segment of digital
transformation for industrial and tech companies, termed
“Intelligent Industry”.
Integration made easier and synergies
now fully accessible
With this result, which enables Capgemini to
achieve control of 100% of Altran's share capital following a
squeeze-out, the two groups combined will have an optimal
environment for the implementation of the integration and will be
able to benefit from all the expected synergies. Capgemini and
Altran have a similar corporate culture and operating models that
will facilitate the integration process. Both groups will now also
benefit from increased agility to implement an integration process
that takes into account the specificities of each business.
The Group has now gained access to all cost and
operating model synergies. The Group recalls that the pre-tax run
rate of such synergies are anticipated to be between €70 and €100
million. They will be fully realized within 3 years. In the same
timeframe, commercial synergies, fueled by complementary expertise
and the development of innovative sectorial offers, should generate
additional annual revenues between €200 and €350 million.
Structured transaction financing and
recognized financial strength
The Group has bridge financing of €4.4 billion
to complete this acquisition, with a maturity that can be extended
to June 2021. Taking into account the 11.43% of Altran's share
capital already acquired in 2019 for €0.4 billion using the Group's
cash position, this bridging loan covers the acquisition in 2020 of
the remaining 88.57% (including the compulsory buy-out), i.e. €3.3
billion.
The Group confirms that it will use €1 billion
from available cash to finance this transaction (€0.6 billion of
which in 2020) and that the balance will be refinanced through
debt, primarily new bond issues. In this respect, the Group
welcomes the BBB rating with stable outlook that Standard &
Poor's has just assigned to its long-term debt. In the context of
the current pandemic, this rating, which includes a 100%
acquisition of Altran and the corresponding increase in net debt,
reflects the Group's financial strength.
Calendar
As previously indicated, Altran’s financial
results will be consolidated in the Capgemini Group’s financial
statements as from April 1, 2020 and the Group will communicate on
the perspectives for 2020 when it publishes the revenues for the
first half of 2020.
- April 28,
2020
Publication of Q1 2020 revenues
- May 20,
2020
Shareholders’ Meeting
- September 3, 2020 Publication of H1 2020
results
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.
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.
About Capgemini
Capgemini is a global leader in consulting,
digital transformation, technology, and engineering services. The
Group is at the forefront of innovation to address the entire
breadth of clients’ opportunities in the evolving world of cloud,
digital and platforms. Building on its strong 50-year+ heritage and
deep industry-specific expertise, Capgemini enables organizations
to realize their business ambitions through an array of services
from strategy to operations. Capgemini is driven by the conviction
that the business value of technology comes from and through
people. Today, it is a multicultural company of 270,000 team
members in almost 50 countries. With Altran, the Group reported
2019 combined revenues of €17 billion.Visit us at
www.capgemini.com. People matter, results count.
1 Taking into account treasury shares and on the basis of a
share capital of Altran comprised of 257,021,105 shares
representing 257,351,451 voting rights as of February 28, 2020.
2 The scope of operational technology notably
includes software, products & system engineering services,
industrial information systems used to manage product lifecycle,
manufacturing or delivery processes and mission critical
information systems
-
Capgemini_-_2020-04-01_-_Capgemini_now_holds_98_percent_of_Altran_s_share_capital
Capgemini (EU:CAP)
Historical Stock Chart
From Sep 2024 to Oct 2024
Capgemini (EU:CAP)
Historical Stock Chart
From Oct 2023 to Oct 2024