- Founder CEO, OCTO partners and
Financière Arbevel intend to sell their 47.4 percent shareholding
in OCTO to Accenture
- Supervisory Board of OCTO unanimously
supports the transaction
- OCTO clients will benefit from deep
industry experience and the global scale of Accenture Digital,
whose French operations will be invigorated by the acquisition
- Accenture to file a voluntary cash
tender offer for the acquisition of the remaining OCTO shares
Accenture (NYSE:ACN) has agreed to purchase a 47.4 percent
shareholding in OCTO Technology (ISIN code FR0004157428), a
technology consultancy specializing in digital transformation and
software development, with the intention to acquire the remaining
shares.
Under the terms of the agreement, Accenture will purchase the
shareholding in OCTO from François Hisquin, founder and CEO of
OCTO, other OCTO partners and Financière Arbevel at a price of
€22.50 per share and €1.7222 per equity warrant. Following the
closing of the acquisition, Accenture will make a voluntary cash
tender offer to acquire the remaining shares and equity warrants at
the same prices.
The price of €22.50 per share represents a 43.8 percent premium
over the closing share price of OCTO on September 14, 2016 and a
76.2 percent premium over the volume-weighted average share price
during the last 12 months. The tender offer values 100% of the
issued ordinary shares of OCTO (on a fully diluted basis) at
approximately €115 million.
The supervisory board of OCTO unanimously supports the
transaction and has appointed Ledouble SAS to act as independent
expert to issue a formal statement confirming the fairness of the
tender offer. In accordance with applicable regulations, the
supervisory board of OCTO will issue its formal recommendation on
the tender offer once it has received the report of the independent
expert and the opinion of OCTO’s works council has been obtained.
The transaction is subject to customary closing conditions and is
expected to close in early Q1 of CY2017.
Following successful completion of the tender offer, OCTO will
join Accenture Digital to expand its capabilities and operations in
France. OCTO’s clients will have access to the global scale, broad
capabilities and deep industry experience of Accenture for their
major projects.
“OCTO has built an extremely talented, enthusiastic workforce
that will significantly enhance the existing capabilities of
Accenture Digital in France,” said Pascal Delorme, Accenture
Digital lead, France and Benelux. “With its flexible working
culture, OCTO will invigorate Accenture’s operations in this
region. OCTO’s leadership have demonstrated their firm support for
the acquisition. Together, we can focus on delivering the greatest
possible returns for clients locally and globally, applying our
shared pragmatic and agile approach to technology to drive digital
transformations.”
“We have always been a firm with international
ambitions,” said François Hisquin, CEO and founder of OCTO, who
will remain in his role post-acquisition. “The proposed sale of my
shares and those belonging to OCTO’s partners demonstrates the
value of the transaction and a strong belief that in becoming part
of Accenture Digital, we can pursue a joint ambition to offer end
to end digital transformation capabilities to clients. OCTO people
are passionate digital natives, and our commitment to fostering
innovation and being trusted to deliver a range of digital
solutions will continue when working alongside Accenture Digital,
where we intend to take full advantage of the global reach and deep
industry knowledge available.”
“The proposed addition of OCTO to our business in France
demonstrates that we are committed to building a digital powerhouse
for the country and the region,” said Christian Nibourel, country
managing director for Accenture in France and Benelux. “We recently
launched an Innovation Centre in Paris, which along with this
acquisition will give our clients in France access to the strongest
skills, most strategic thinkers and the latest transformational
technologies available. Together, we will help our clients rotate
to the New to drive operational efficiency, adapt business models,
and implement new capabilities for success.”
In addition, Sycomore Asset Management has irrevocably committed
to tender its 4.6 percent ownership in OCTO to Accenture, once it
launches its offer.
Rothschild & Cie and Société Générale are acting as
financial advisors to OCTO and Accenture, respectively.
About OCTO TechnologyOCTO Technology is a technology
consultancy specializing in digital transformation and software
development operating in five countries: France
(headquarter), Morocco, Switzerland, Brazil and
Australia. OCTO has nearly 360 employees with specialized
digital technology skills, including big data and analytics, user
experience design, and mobile services delivery. Awarded the
Great Place to Work® award (companies under 500 employees) for each
of its four participations, OCTO also runs the
successful ‘Unexpected Sources of Inspiration’ (USI) event each
year in Paris where leaders, industry innovators and
technology entrepreneurs exchange ideas, draw inspiration and
discuss the digital transformations in our societies.
About AccentureAccenture 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 more than 375,000 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 Digital, comprised of Accenture
Analytics, Accenture Interactive and Accenture
Mobility, offers a comprehensive portfolio of business and
technology services across digital marketing, mobility and
analytics. From developing digital strategies to implementing
digital technologies and running digital processes on their behalf,
Accenture Digital helps clients leverage connected and mobile
devices; extract insights from data using analytics; and enrich
end-customer experiences and interactions, delivering tangible
results from the virtual world and driving growth. To learn more
about Accenture Digital, follow us @AccentureDigi and
visit www.accenture.com/digital.
Forward-Looking StatementsExcept 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: Accenture
and OCTO will not be able to close the transaction in the time
period anticipated, or at all, which is dependent on the parties’
ability to satisfy certain closing conditions; 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, and a significant reduction in such demand
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 or information systems as obligated by law or
contract or if the company’s information systems are breached;
Accenture’s results of operations and ability to grow could be
materially negatively affected if the company cannot adapt and
expand its services and solutions in response to ongoing changes in
technology and offerings by new entrants; the company’s results of
operations could materially suffer if the company is not able to
obtain sufficient pricing to enable it to meet its profitability
expectations; if Accenture does not accurately anticipate the cost,
risk and complexity of performing its work or if the third parties
upon whom it relies do not meet their commitments, then Accenture’s
contracts could have delivery inefficiencies and be less profitable
than expected or unprofitable; Accenture’s results of operations
could be materially adversely affected by fluctuations in foreign
currency exchange rates; Accenture’s profitability could suffer if
its cost-management strategies are unsuccessful, and the company
may not be able to improve its profitability through improvements
to cost-management to the degree it has done in the past;
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 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; changes
in Accenture’s level of taxes, as well as audits, investigations
and tax proceedings, or changes in the company’s treatment as an
Irish company, could have a material adverse effect on the
company’s results of operations and financial condition; 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; if
Accenture is unable to collect its receivables or unbilled
services, the company’s results of operations, financial condition
and cash flows could be adversely affected; 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/20160914006472/en/
OCTO TechnologyNelly Grellier, + 33 (0) 1 58 56 10
18ngrellier@octo.comorAccentureJoanna Vos, + 44 7500
835588joanna.r.vos@accenture.comorFrancois Luu, + 33 1 53 23 68
55francois.luu@accenture.com
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