Capgemini SE (ENXTPA:CAP) signed a memorandum of understanding to acquire Altran Technologies S.A. (ENXTPA:ALT) from Altamir SCA (ENXTPA:LTA), Apax Partners SAS, Elliott Management Corporation and others for €3.7 billion on June 24, 2019. Capgemini will pay €14 per Altran share in cash. As of January 14, 2020, the offer price has been increased to €14.5 per Altran share. The total cash consideration will amount to €3.6 billion, excluding net financial debt of approximately €1.4 billion. On August 11, 2019, Capgemini SE entered into an agreement to acquire Altran Technologies S.A. from Altamir SCA, Apax Partners SAS and others for €3.6 billion.

In addition, Capgemini has signed a definitive agreement to acquire shares representing 11.4% of Altran capital from a group of shareholders led by Apax Partners. The transaction will be financed through own cash for €1 billion, bond issues and bridge financing of €5.4 billion fully secured. Capgemini secured a bridge financing of €5.4 billion, covering the purchase of securities (€3.6 billion) as well as the gross debt (€1.8 billion). Capgemini plans to refinance the bridge with available cash for €1 billion and the balance by debt issuance, primarily new bond issues. Capgemini intends to launch a public tender offer for all Altran share capital at a price of €14 per share. The public offer launch is expected to take place after the information or consultation phase of the respective works councils, and after the customary regulatory approvals have been received, notably CFIUS in the United States and antitrust authorities. The agreement is unanimously recommended and approved by the Boards of Directors of Capgemini and Altran. The tender offer will be subject to an acceptance threshold set at 50.10% of the share capital and voting rights of Altran, on a fully diluted basis. If Capgemini received acceptance from 90% shareholders, then it will acquire the remaining shares via squeeze-out. On July 2, 2019, Capgemini completed the acquisition of 11.43% stake in Altran from Apax Partners. As of August 9, 2019, Federal Trade Commission granted the transaction. As of September 23, 2019, Capgemini has filed a draft offer document with the AMF which remain subject to review by the AMF which will assess compliance with applicable laws and regulations. As of September 26, 2019, the transaction is approved by Committee on Foreign Investment in the United States (CIFUS). As of October 4, 2019, the transaction received clearance from the competition authority in Morocco.

As of October 14, 2019, the transaction is approved by Autorité des marchés financiers. As of October 24, 2019, the transaction was approved by the European Commission. As of December 18, 2019, the court of appeal of Paris has rejected a request to delay the completion of the transaction. The completion of this combination is expected by the end of 2019. As of September 23, 2019, the tender offer will expire on July 31, 2020. As of October 15, 2019, the tender offer will open on October 16, 2019. As of November 25, 2019, the Chief Executive Officer, Paul Hermelin of Capegemini stated that the company will not increase it's per share offer price. As of December 18, 2019, AMF has set January 22, 2020 as the closing date of Capgemini's friendly tender offer for Altran Technologies. Altran's shareholders have until January 22, 2020 to tender their shares to Capgemini's tender offer. As of January 16, 2020, Elliott in a declaration of intent informed not to bring its shares to the tender offer launched by the Capgemini. As of January 27, 2020, Autorité des marchés financiers - AMF has published the final results of the friendly tender offer of Capgemini. Upon settlement and delivery of the tender offer, which will occur on February 4, 2020, Capgemini will hold 137,674,545 Altran shares representing 53.57% of Altran's share capital and at least 53.41% of Altran's voting rights, thereby exceeding the acceptance threshold set at 50.1% of Altran's share capital and voting rights (on a fully diluted basis). The offer is automatically reopening from January 28 to February 10, 2020 (inclusive). Shareholders who have not yet tendered their shares to the tender offer will have the right to do so, under identical terms of the initial tender offer, i.e. for a price of €14.50 per Altran share, which represents a premium on the full value of Altran.

Capgemini SE (ENXTPA:CAP) completed the acquisition of 54.7% stake Altran Technologies S.A. (ENXTPA:ALT) on February 10, 2020. AMF said 139.24 million Altran shares have been tendered. Upon settlement and delivery of the tender offer, scheduled on February 21, 2020, Capgemini will hold 54.17% of Altran's share capital and at least 54.04% of Altran's voting rights. In the event of a decision by the Paris Court of Appeal confirming the AMF's clearance decision on the tender offer, Capgemini will reopen the tender offer again based on the same financial terms for an additional period of ten trading days. As of March 13, 2020, the Paris Court of Appeal dismissed the appeal filed against the clearance decision issued by the French financial market authority. 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. A final reopening of the offer will take place from March 16 to March 27, 2020, allowing shareholders who have not yet tendered their shares to the offer to do so at a price of €14.50 per Altran share. Capgemini currently holds 55.13% stake in Altran Technologies. The offer reopened from March 16 to March 27, 2020.

The transaction will be accretive to Capgemini's normalized EPS by more than 15%, before synergies from the combination. Cost and operating model synergies are anticipated to reach an annual pre-tax run rate between €70 and €100 million in 3 years. At that point in time, commercial synergies should generate between €200 million and €350 million in additional annual revenues, from cross-selling and the development of innovative sectorial offers. In 2023, accretion is expected to exceed 25% post synergies. Jean-Yves Garaud, Pierre-Yves Chabert and Rodolphe Elineau of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor for Capgemini SE in the transaction. Ludovic Geneston of Hogan Lovells acted as legal advisor for BNP Paribas on the financing of the public takeover bid. J.P. Morgan and BNP Paribas acted as financial adviser to Capgemini. HSBC France acted as financial advisor to Capgemini. Finexsi acted as a fairness provider to the board of directors of Altran. Hubert Segain, Sergio Sorinas, Marie Louvet, Jonathan Cross, Clément Dupoirier, Sophie Brezin and Bruno Knadjian of Herbert Smith Freehills Paris LLP acted as a legal advisors to Altran. Morgan Stanley & Co. LLC acted as financial advisor to Capgemini SE. Perella Weinberg Partners and Pierre Drevillon and Omar Larhouati of Citigroup CIB acted as financial advisors and Citis acted as legal advisor to Altran Technologies S.A. Crédit Agricole Corporate and Investment Bank and Lazard Frères Banque SA acted as financial advisors to Capgemini.

Capgemini SE (ENXTPA:CAP) completed the acquisition of Altran Technologies S.A. (ENXTPA:ALT) from Altamir SCA (ENXTPA:LTA), Apax Partners SAS, Elliott Management Corporation and others on March 27, 2020. 110.6 million Altran shares have been tendered in connection with the final reopening of the friendly tender offer of Capgemini. Upon settlement and delivery of this reopening, scheduled on April 8, 2020, Capgemini will hold 98.15% of Altran's share capital and at least 98.03% of Altran's voting rights. Capgemini will request the AMF, as soon as tomorrow, to implement the squeeze-out procedure in order to obtain the transfer of all the Altran shares not tendered to the offer, in accordance with the terms of its tender offer and on the same financial terms i.e., €14.50 per Altran shares. Capgemini will implement a squeeze-out with respect to all the remaining shares of Altran which have not yet been tendered. The squeeze-out is expected to be applied on 4.75 million shares representing 1.85% at an offer price of €14.5 per share. Altran shares will be delisted from Euronext in Paris after the closing of the market on April 15, 2020. Emmanuel Brochier, Bertrand Cardi and Nicolas Mennesson Darrois Villey Maillot Brochier acted as legal advisor for Capgemini.