Devoteam S A : founders, co-CEOs, and reference shareholders, Godefroy and Stanislas de Bentzmann, to jointly launch a tender offer on ’s shares to strengthen their control

Godefroy and Stanislas de Bentzmann have decided to launch a tender offer on Devoteam's shares, through a dedicated company ('​NewCo'​), with the support of KKR as a financial partner, to accelerate Devoteam's complex transformation and assert the 'Tech for people' strategic vision, in a challenging and highly competitive digital environment.

The tender offer will be carried out at a price of €98 per Devoteam share, representing a 29.5% premium over the volume weighted average share price of the last thirty trading days and a 24.8% premium over the last closing price before announcement of the offer.

Godefroy and Stanislas de Bentzmann, who own c. 21% of Devoteam's share capital, will contribute almost all of those shares in kind to NewCo on the date of completion of the tender offer and a de minimis portion will be tendered pursuant to the offer.

Tabag, controlled by Yves de Talhouet, who owns c. 5% of Devoteam's share capital, will also contribute almost of those shares to NewCo through contributions in kind and a de minimis portion will be tendered pursuant to the offer.

The success of the tender offer would provide Godefroy and Stanislas de Bentzmann exclusive control over NewCo, regardless of the number of shares tendered pursuant to the offer.

'Our business requires new means and heavy investments to create engaging experiences, stay relevant and value added. While innovation is crucial it doesn't necessarily put our business ahead, but just on par. The move we are making will connect our company (Devoteam) to the challenges of tomorrow.' ​said Stanislas de Bentzmann, Devoteam's co-founder and co-CEO.

'We believe that our 'Tech for People' strategy and investments will create the conditions of a unique European player to resonate with today's market expectations.'added Godefroy de Bentzmann, Devoteam's co-founder and co-CEO.

'We have a strong track record supporting entrepreneurs and we are excited to back Godefroy and Stanislas in their strategic vision for the company. We will bring our financial resources and deep tech expertise to support the founders' ambition to build a unique European player in the digital services market' ​said Jean-Pierre Saad, Partner and Head of KKR Tech in Europe and Jérôme Nommé, Partner and Head of KKR in France.

Offer favorably welcomed by Devoteam's Supervisory Board

The supervisory board of Devoteam, who met on July 3​rdand July 9t​h2020, favorably welcomed the principle of the offer.

The Supervisory Board appointed Finexsi as independent expert to issue a report on the financial terms of the tender offer, pursuant to the provisions of Articles 261-1, I 2° of the AMF General Regulation, and created an ​ad hoccommittee consisting of Michel Bon (Chairman of the Supervisory Board) and 3 independent members to supervise the expert's work and make recommendations to the Supervisory Board with respect to the contemplated tender offer. Finexsi has been appointed on the recommendation of the ​ad hoc​committee.

Based on the report prepared by the independent expert and the opinion of the Employees' Group Committee, the supervisory board will issue a reasoned opinion on the merits of the tender offer and its consequences for Devoteam, its shareholders and its employees. Such reasoned opinion will be provided in the reply document prepared by Devoteam.

Key conditions and timetable of the tender offer