Capgemini's takeover of Altran is now effective.
A final reopening of the offer will take place from 16 to 27 March 2020 (inclusive)
In a judgment dated today, the Paris Court of Appeal dismissed the appeal filed against the clearance decision issued by the French financial market authority (Autorite des marches financiers - AMF) in connection with Capgemini's friendly tender offer (Euronext Paris: CAP) for the shares of Altran Technologies (Euronext Paris: ALT). The Court of Appeal thus confirmed the validity of the offer with regard to applicable laws and regulations and the validity of Altran's response document.
The takeover of Altran by Capgemini, which currently holds 55.13% of the share capital and 55.06% of the voting rights of Altran1 , is now effective. The Group can now implement its strategy to create a world leader in the digital transformation of industrial companies, which it calls 'Intelligent Industry'.
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 2020 Annual General Meeting, are pleased and stated: 'We are delighted with the decision of the Court of Appeal. We welcome all of Altran's employees in the Group. Together, we will build a world leader in 'Intelligent Industry' through our complementary technological expertise and the strength of our business. A final stage of the friendly tender offer will begin as soon as Monday with the reopening of the offer for a period of 10 trading days. This reopening is the last opportunity for Altran shareholders to benefit from Capgemini's offer at a price of EUR14.5 per share, which is a particularly attractive offer in the current market conditions'.
Dominique Cerutti, Chairman and Chief Executive Officer of the Altran Group added: 'Today's decision is excellent news and we look forward to working together with Capgemini's teams to create the global leader in the 'Intelligent Industry' addressing our clients' needs for innovation and digital transformation. I would like to sincerely thank all of our employees who have remained committed to our clients throughout this tender offer process'.
In accordance with the commitments made by Capgemini2 , the offer will be reopened from 16 to 27 March 2020 (inclusive) on the same financial terms, allowing shareholders who have not yet tendered their shares to the offer to do so at a price of 14.50 euros per Altran share.
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 See AMF notice 219C2818 dated December 18, 2019.
Capgemini reiterates that it has also undertaken, for a period of 18 months from January 14, 2020, not to file a new offer or implement a merger on the basis of a price per Altran share higher than the offer price3 .
Altran's financial results will be consolidated in the Capgemini Group's financial statements as from April 1, 2020.
The publication of results for the first half of 2020, which will be the first consolidated publication, will take place at the beginning of September 2020.
CAPGEMINI CALENDAR
April 28, 2020 Publication of Q1 2020 revenues
May 20, 2020 Combined Shareholders' Meeting
September 3, 2020 Publication of H1 2020 results
ALTRAN CALENDAR
April 22, 2020 Publication of Q1 2020 revenues
June 23, 2020 Combined Shareholders' Meeting
September 2, 2020 Publication of H1 2020 results
Capgemini's offer document and Altran's response document, as approved by the AMF on October 14, 2019 under visa no. 19-489 and visa no. 19-490 respectively, as well as documents relating to the other information of each company, are available on the AMF website (www.amf-france.org), and on the websites of Capgemini (www.capgemini.com/altran-en) or Altran Technologies (www.altran.com). These documents can be obtained free of charge from Capgemini (11 rue de Tilsitt, 75017 Paris, France) or Altran Technologies (96 avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, France), depending on whether they relate to Capgemini or Altran Technologies.
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.
Investors and shareholders are strongly advised to read the documentation relating to the tender offer, which includes the terms and conditions of the offer, as well as any amendments or supplements to those documents as they will contain important information about Capgemini, Altran and the proposed transaction.
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.
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.
Investors and shareholders are strongly advised to read the documentation relating to the tender offer, which includes the terms and conditions of the offer, as well as any amendments or supplements to those documents as they will contain important information about Capgemini, Altran and the tender offer.
3 See Capgemini Press Release date January 14, 2020.
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 and Altran disclaim any responsibility for any violation of such restrictions.
About Capgemini
A global leader in consulting, technology services and digital transformation, Capgemini 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. It is a multicultural company of almost 220,000 team members in more than 40 countries. The Group reported 2019 global revenues of EUR 14.1 billion.
Visit us at www.capgemini.com. People matter, results count.
About Altran Altran is the undisputed world leader in engineering and R&D services. The Group offers its customers a unique value proposition to meet their transformation and innovation challenges. Altran supports its customers, from concept to industrialization, to develop the products and services of tomorrow. Altran has been working for more than 35 years with major players in many sectors: Automotive, Aeronautics, Space, Defence & Naval, Rail, Infrastructure & Transport, Industry & Consumer Products, Life Sciences, Communications, Semiconductor & Electronics, Software & Internet, Finance & Public Sector. The acquisition of Aricent expands the Group's portfolio of expertise in semiconductors, digital experience and design innovation. Altran generated EUR3.2 billion in revenue in 2019, with nearly 50,000 employees in more than 30 countries. www.altran.com
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