Business & Decision : PROJECT OF A BUY-OUT OFFER FOLLOWED BY A SQUEEZE-OUT

Paris La Défense, 12 February 2020

Business & Decision's Board of Directors has been informed on 11 February 2020 of the intention of its shareholder, Orange Business Services SA (OBS SA), to file a buy-out offer followed by a squeeze-out for the remaining shares of Business & Decision at a price of EUR 7.93 per share (subject to a clearance decision from the AMF and to the appraisal of an independent expert to be appointed by Business & Decision SA).

OBS SA holds 7,379,807 Business & Decision SA shares and the same number of voting rights, representing 93.62% of the share capital and 93.42% of the voting rights.

The price of 7.93 euros per share represents a premium of 3.66% over the last closing price.

Therefore, Business & Decision SA will call a meeting of its Board of Directors to decide on the actions to be taken following OBS SA buy-out project and appoint an independent expert upon proposal from an ad-hoc committee. Details on this independent expert, in charge of issuing a fairness opinion in accordance with articles 261-1 I and 261-1 II of the French Autorité des marchés financiers (AMF) General Regulations, will be made public after this meeting.

The ad-hoc committee appointed by the Board of Directors is composed of three directors (among which two independent directors), and will monitor the work of the independent expert and will prepare a draft of reasoned opinion.

The independent expert report and the reasoned opinion of Business & Decision's Board of Directors will feature in the offer document in response which will be subject to the clearance of the AMF.

Orange Business Services SA is advised by Portzamparc (BNP Paribas Group).

Next publication

29 July 2020 - 2020 Half-year revenue and results

Disclaimer:

This press release is not and cannot in any way be construed as an offering to buy any securities, or as a solicitation of any offer to sell 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 French Autorité des marchés financiers (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.

This press release is of a purely informative nature. The dissemination of this press release, the offer and its acceptance may be subject to specific regulations or restrictions in certain jurisdictions. The Offer is not being made to any person, either directly or indirectly, to which such offer or solicitation is unlawful, and may not be accepted in any way from a jurisdiction or territory where such kind of offer or solicitation would infringe the local regulation. Consequently, persons in possession of this press release shall inquire about potential applicable local regulations and comply with them. Business & Decision excludes all liability, and has no liability to any person or entity, however arising, from or in relation to any breach of applicable legal regulation or restriction.

In accordance with Commission implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council, this press release may include inside information and has been communicated to the information provider of Business & Decision SA.

About Business & Decision

Business & Decision (BND - FR750000098958) is an international Consulting and Systems Integration company, a leader in Business Intelligence (BI) and CRM, and a major player in e-Business. We leverage a unique combination of technical, functional and industry specialization, as well as partnerships with all of the key software vendors, to deliver maximum-value projects and help clients break through barriers to innovation such as Big Data and digital transformation. Business & Decision operates in 11 countries and employs over 2,400 employees in France and worldwide. Business & Decision is a subsidiary of Orange Group.

More information: https://fr.groupe.businessdecision.com/

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Safa Baghai

Business & Decision

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