Silver Lake Technology Management, LLC : Silver Lake and AltaOne Capital acquire a 37.6% stake in Cegid Group from Groupama and ICMI
(Thomson Reuters ONE) -
Silver Lake and AltaOne Capital acquire
a 37.6% stake in Cegid Group from Groupama and ICMI
Paris, France, July 8, 2016 - Claudius Finance S.à r.l., ("Claudius Finance") a
company which is indirectly owned by Silver Lake, the global leader in
technology investing, and AltaOne Capital LLP, announced that it has acquired
today the shares held by Groupama S.A., Groupama Gan Vie and ICMI in Cegid
Group, in accordance with the terms of the share purchase agreement, as
announced in the press release issued on April 18, 2016, i.e. 3,470,156 shares
representing 37.6% of the share capital and 42% of the voting rights, at a price
of 62.25 euros per share (dividend 2015 attached) .
As a result of this acquisition, Claudius Finance now holds 37.6% of Cegid
Group's share capital.
Christian Lucas, Simon Patterson and Shahriar Tadjbakhsh, designated by Claudius
Finance, have joined the board as directors following resignation of the
Groupama representatives from their offices as board members, and Behdad
Alizadeh has been appointed as observer.
As a result of this acquisition, Claudius France[1] will file, in the coming
days, a draft mandatory tender offer (the "Offer"), with the Autorité des
Marchés Financiers at a price of 61.00 euros per share (ex 2015 dividend)[2] and
44.25 euros per redeemable warrant.
On July 7, 2016, after having reviewed the fairness opinion issued by Ledouble
SAS, Cegid's Board of Directors has unanimously recommended the shareholders and
warrant holders of Cegid to tender their securities into the Offer.
If, following the Offer, the minority shareholders do not hold more than 5% of
the share capital or voting rights of Cegid Group, Claudius France will
implement a squeeze-out in accordance with article 237-14 of the AMF's General
Regulation, and the price to be paid for each share and each redeemable warrant
tendered into the Offer 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.
All antitrust clearances required for the completion of the Offer have already
been obtained and the completion of the Offer remains subject only to the
successful tender by the shareholders of Cegid Group of shares representing at
least 50% of the share capital or voting rights (including the stake that has
just been acquired from ICMI and Groupama).
In addition to the 37.6% stake acquired through the block purchase, several
major shareholders, representing together an additional 7.8%, have undertaken to
tender their shares into the Offer[3]. In light of these undertakings, the 50%
acceptance threshold shall be met if shareholders representing circa 4.7% tender
their shares into the Offer.
The closing of the Offer is expected to be completed during the second half of
2016.
***
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 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.
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.
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. The
offer documentation will be subject to review by the AMF and the Offer will only
be opened once the AMF has granted its clearance. 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, Silver
Lake and AltaOne Capital LLP 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.
***
Media contact
Claudius Finance S.à r.l.
Benoit Grange - Brunswick
+33 1 53 96 83 83
bgrange(at)brunswickgroup.com
--------------------------------------------------------------------------------
[1] A wholly-owned subsidiary of Claudius Finance.
[2] Following payment of a 1.25 euros dividend per share by Cegid Group on May
13, 2016. This price is equivalent to the price paid to ICMI and Groupama.
[3] The main terms of these undertakings to tender are disclosed on the AMF
website.
Silver Lake press release EN:
http://hugin.info/172238/R/2027507/753537.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#2027507]
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Datum: 08.07.2016 - 18:05 Uhr
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