Silver Lake and AltaOne Capital to acquire a 37.6% stake in Cegid Group from Groupama and ICMI
(Thomson Reuters ONE) -
Silver Lake - AltaOne Consortium will launch a tender offer for the remaining
shares
Paris, France, April 18, 2016 - Silver Lake, the global leader in technology
investing, and AltaOne Capital LLP, acting in consortium (the "Consortium"),
have signed a sale and purchase agreement to acquire 37.6% of the share capital
of Cegid Group, a leading French enterprise management software and cloud
services provider. The Consortium will acquire the shares from Groupama SA,
Groupama Gan Vie and ICMI, a company controlled by Jean-Michel Aulas, at a price
of ?62.25 per share (cum 2015 dividend) (the "Block Purchase"). The closing of
the Block Purchase will be followed by the filing of a mandatory tender offer
with the Autorité des Marchés Financiers, at a price of ?62.25 per share (cum
2015 dividend) (the "Offer") and at a price of ?44.25 per redeemable warrant.[1]
An extra ?1.25 per share or redeemable warrant will be paid in the case that
securities tendered into the Offer, together with the Block Purchase, amount to
95% or more of the share capital and voting rights, allowing the implementation
of a squeeze-out.
The price of ?63.50[2] represents a premium of: 20% (17% in the case of a price
of ?62.25) over the closing share price of Cegid Group on April 15, 2016; 44%
(41% in the case of a price of ?62.25) over the volume-weighted average share
price during the last 12 months; and 110% (106% in the case of a price of
?62.25) since the beginning of 2015.
The offer values 100% of the issued and outstanding ordinary shares of Cegid
Group at c.?580 million (on a fully diluted basis) and implies a price to
earnings multiple of 25x (based on 2015 earnings per share of ?2.57).
In addition to the 37.6% stake acquired through the Block Purchase, several
major shareholders[3], representing together an additional 5.9%, have undertaken
to tender their shares into the Offer, which together with the Block Purchase
would represent 43.5%. The Offer will close successfully when the Consortium
obtains in excess of 50% of Cegid Group's share capital or voting rights.
Jean-Michel Aulas and Patrick Bertrand will remain as Chairman and CEO
respectively and, at the request of the Consortium, Jean-Michel Aulas will
reinvest part of the proceeds from the Block Purchase in Cegid Group alongside
the Consortium. The Board of Directors of Cegid Group is supportive of the
transaction and has appointed Ledouble SAS to act as independent expert to issue
a formal statement confirming the fairness of the Offer. In accordance with
applicable regulations, the Board of Directors will issue its formal
recommendation on the tender offer once the report of the independent expert has
been rendered and once the opinion of the works council (whose consultation will
be started shortly) has been obtained.
Closing and Proposed Offer Timeline
The closing of the Block Purchase should take place after satisfaction of
certain conditions precedent, notably anti-trust clearances and the formal
recommendation of Cegid Group's Board of Directors. The closing of the Block
Purchase and the Offer are expected to be completed during the second half of
2016. As noted above, the Offer only requires in excess of 50% of Cegid Group's
share capital or voting rights to be successful; there will be no other
conditions.
Strategic rationale
Cegid is a leading French enterprise management software and cloud services
provider, offering a suite of on-premise and Software-as-a-Service ("SaaS")
solutions to more than 135,000 clients and 430,000 users in France and globally.
Having successfully started the transition to providing SaaS, the Company's goal
is to accelerate this transition and enhance SaaS growth. Cegid also has the
opportunity to diversify what is today mostly a domestic business by
accelerating its international expansion, leveraging in particular its retail
vertical where it has gained worldwide recognition and its recently acquired
Technomedia talent management offering. The Consortium is committed to
supporting Cegid in its efforts to accelerate the implementation of the strategy
over the coming years, including by increasing its investments, with the
objective of securing over time the Company's place among the most successful
providers of software and cloud services in Europe.
***
Jean-Michel Aulas said: "As founder and Chairman of Cegid, I have been truly
happy with Cegid's track record of success since 1983, which has been due to the
dedication of all of my colleagues over the years. I am very pleased to have
been able to secure for all of our shareholders what I, together with the rest
of the Board of Directors, believe to be a very attractive price, which reflects
a very significant premium on a stock price that has already appreciated more
than 75% since the start of 2015. The announcement today is the culmination of
several decades of effort, and opens a new chapter for Cegid bringing in new
shareholders committed to investing in the business for the long term to enable
the next phase of its growth, namely its international operations. I am
convinced that the Silver Lake - AltaOne Consortium is well positioned to ensure
the long-term future success of Cegid by supporting us in the pursuit of our
strategy, all in the interest of our employees and customers."
Christian Lucas, Managing Director at Silver Lake said: "Cegid is an outstanding
company, with a long and successful track record of providing enterprise
software to companies in France and internationally. Working with founder-led
technology businesses, such as Cegid, to drive future growth, especially in
SaaS, is at the core of Silver Lake's DNA and it is a privilege to partner with
an entrepreneur such as Jean-Michel Aulas, together with Patrick Bertrand and
the management team. As Cegid enters a new chapter of its history, we are
committed to investing in the foundations of its long term success."
Shahriar Tadjbakhsh, AltaOne Managing Partner said: "We view Cegid as a very
attractive business, with many appealing attributes, which is at a crucial
juncture where it will need to accelerate the investments to maintain and
enhance its leadership by capturing fully the opportunities available to it".
Behdad Alizadeh, AltaOne Managing Partner added: "We look forward to working
with Cegid's management and with Silver Lake over the coming years to help Cegid
become, over time, a European leader".
***
About Cegid
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
MoBiClo(TM), 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 clients 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.
About Silver Lake Partners
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 210,000 people globally. Silver Lake has a team of
approximately 100 investment and value creation professionals located in London,
New York, Menlo Park, San Mateo, Hong Kong and Tokyo. The firm's current
portfolio includes leading technology and technology-enabled businesses such as
Alibaba Group, Avaya, Broadcom Limited, Cast & Crew, Ctrip, Dell, Global Blue,
GoDaddy, Intelsat, Motorola Solutions, Quorum Business Solutions, Red Ventures,
Sabre, Smart Modular, Solar Winds, 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.
***
Media contacts
Silver Lake
Patricia Graue, 212-333-3810
silverlake(at)brunswickgroup.com
--------------------------------------------------------------------------------
[1] The price to be paid for the shares in the Block Purchase and the subsequent
Offer will be reduced by ?1.25 per share - corresponding to the dividend
expected to be paid on May 13 (subject to shareholder approval) - to the extent
the shares are sold after the ex-dividend date.
[2] Including the extra ?1.25 per share payable in case of implementation of a
squeeze-out following the Offer.
[3] i.e., Eximium and Patrick Bertrand, holding respectively 5.04% and 0.85% of
the share capital.
Press release (PDF):
http://hugin.info/172238/R/2004344/740043.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Silver Lake Technology Management, LLC via GlobeNewswire
[HUG#2004344]
Unternehmensinformation / Kurzprofil:
Datum: 18.04.2016 - 13:42 Uhr
Sprache: Deutsch
News-ID 464606
Anzahl Zeichen: 11867
contact information:
Town:
Menlo Park, CA
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 236 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Silver Lake and AltaOne Capital to acquire a 37.6% stake in Cegid Group from Groupama and ICMI"
steht unter der journalistisch-redaktionellen Verantwortung von
Silver Lake Technology Management, LLC (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
