Artefact’s Board of Directors recommends the mandatory cash tender offer made by BidSky, a company controlled by Ardian
The ad hoc committee, composed of a majority of independent members of the Board of Directors qualified as such under the criteria of the Middlenext Code of Corporate Governance and charged with supervising the mission of the independent expert, met on several occasions with the independent expert, the firm Accuracy represented by
The independent expert has noted that the Offer price represents a premium of 42% over the last closing price prior to the announcement of the entry into exclusive negotiations (
The independent expert has concluded that the Offer price is fair from a financial point of view with regards to the Offer stricto sensu, insofar as the price of the Offer is equal to the price paid by the Offeror for the acquisition of the controlling block completed on
The independent expert notes in particular that the Offer presents a financial interest for the minority shareholders of Artefact who decide to contribute their shares to the Offer in that they will benefit from an immediate liquidity for their shares at a price which fully reflects the embedded value of the Company. Furthermore, the independent expert highlights that any Artefact shareholders who do not wish to contribute their shares to the Offer, thinking that the proposed prime, which could reach up to 25% more than the estimate of the embedded value of the Company, is too low, would then be exposed (except in the event of a squeeze-out), to the risks attached to the future development of the Company’s business, both in terms of business growth and maintaining profit margin levels, as well as the constraints of a controlled company with a limited liquidity of the Artefact share.
The Board of Directors of the Company has taken note of the conclusions of the independent expert and of the intentions expressed by BidSky in its draft information note, notably with regards to the implementation of a squeeze-out, and has thus noted that the Offer constitutes an opportunity for the minority shareholders of Artefact to benefit from an immediate liquidity under conditions considered to be fair by the independent expert.
The Board of Directors concluded that the Offer is in the interests of Artefact, which will be able to benefit from support in the continuation of its development, of its shareholders, who will benefit from an immediate and attractive liquidity opportunity, and of its employees, who will not be affected by a change in policy regarding salary and human resources.
Based namely on the fairness opinion delivered by the independent expert, the Board of Directors, with the unanimous approval of all members having participated in the vote1, issued an opinion in favour of the Offer and recommended that shareholders contribute their shares to the Offer.
The opinion of the Board of Directors is reproduced in full in the draft response note filed on
The Offer, the draft information note and the draft response note remain subject to the review of the AMF, which will assess their compliance with the applicable French legal and regulatory provisions.
About Artefact
Artefact is a new generation of end-to-end data services company, specialising in data consulting and data & digital marketing, dedicated to transforming data into business impact and tangible results across the entire value chain of organisations.
At the crossroads of consulting, marketing and data science, Artefact’s unique approach allows our clients to reach their business goals in a dedicated and efficient way. Our 800+ employees are focused on accelerating data and digital transformation thanks to a unique mix of company assets: cutting-edge Artificial Intelligence technologies, agile methodologies for fast delivery and efficient scalability, and teams of market-leading experts in data science and data & digital marketing, always working together and focusing on business innovation.
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About Ardian
Ardian is a world-leading private investment house with assets of
Through its commitment to shared outcomes for all stakeholders, Ardian’s activities fuel individual, corporate and economic growth around the world.
Holding close its core values of excellence, loyalty and entrepreneurship, Ardian maintains a truly global network, with more than 800 employees working from fifteen offices across
Contacts
Artefact VP of sophie.huss@artefact.com | NewCap Investor Relations Tél. : +33 1 44 71 98 53 artefact@newcap.eu |
1 The directors having declared a potential conflict of interest with regards to the decisions that the Board of Directors could be required to make in relation with the Offer, being Mr.
Attachment
- Artefact - Artefact’s Board of Directors recommends the mandatory cash tender offer made by BidSky
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