CAP Capgemini SE

Capgemini SE: Capgemini increases the price of its tender offer for Altran to €14.5 per share and makes additional undertakings

Capgemini SE: Capgemini increases the price of its tender offer for Altran to €14.5 per share and makes additional undertakings

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Capgemini increases the price of its tender offer for Altran to €14.5 per share and makes additional undertakings

  • Capgemini increases the price of its offer to €14.5 per Altran share
  • Capgemini will not increase further its price, which is best and final
  • Altran shareholders have until January 22, 2020 (inclusive) to tender their shares to the offer
  • If the offer is successful on January 22, 2020, Capgemini will neither carry out a new tender offer nor implement a statutory merger based on a price per Altran share higher than the offer price for at least 18 months
  • If the offer fails:
    • Capgemini will not file any new tender offer for Altran for at least 18 months
    • Capgemini will achieve its ambitions in the Intelligent Industry through other strategic opportunities

Paris, January 14, 2020 – Capgemini’s board of directors, held on January 14, 2020, approved the new price proposed to the shareholders of Altran Technologies (Euronext Paris: ALT) in its friendly tender offer. Following this decision and acquisition of Altran shares by Capgemini, the offer price has been automatically increased from €14.0 to €14.5 per share.

Paul Hermelin, Chairman and Chief Executive Officer of the Capgemini Group, and Aiman Ezzat, who will become Chief Executive Officer of the Capgemini Group as from the General Meeting of May 2020, said: “The price of €14.5 per share is best and final and represents a premium on the full standalone value of Altran. We are convinced this combination, which will create a world leader in the digital transformation of industrial and tech companies, is to the benefit of all stakeholders.

Whatever the result of the offer on January 22, the Group will execute its Intelligent Industry strategy: to drive the digital transformation of industrial and tech companies by leveraging the digital expertise and IT services that Capgemini provides.”

In response to the allegations disseminated by certain players, thereby exposing Altran’s shareholders to the risk of not being able to benefit from this opportunity, Capgemini makes the following additional undertakings as part of the communication of this improved offer:

  1. If the offer fails1 on January 22, 2020, Capgemini will not file a new offer for Altran for at least 18 months. Capgemini will achieve its ambitions in the Intelligent Industry through other strategic opportunities. Capgemini will then be an 11.43% shareholder of Altran and that investment will be managed as a financial asset which will have no implication on operational strategy of Capgemini.

     
  2. If the offer is successful on January 22, 2020, for at least 18 months, Capgemini will neither file a new offer nor implement a statutory merger based on a price per Altran share higher than the offer price.

             

Capgemini restates that the subsequent reopenings2 of the offer period will be at €14.5 per share and will only take place if the offer is successful at the end of the first offer period. In that respect, not tendering the shares by January 22 (inclusive) does not create a new opportunity but raises the risk that the offer will fail, and therefore will not reopen.

In addition, the increase in the offer price is in accordance with the provisions of the General Regulations of the French financial market authority (Autorité des marchés financiers - AMF) and results from today’s acquisition of Altran shares by Capgemini for a price of €14.5 per share. Capgemini holds 29,378,419 Altran shares representing 11.43% of Altran’s share capital.

All other conditions of the tender offer remain unchanged and Altran’s shareholders have until January 22, 2020 (inclusive) to tender their shares.

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 (-france.org), and on the websites of Capgemini (/altran-en) or Altran Technologies (). 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 Technologies.

Investors and shareholders are strongly advised to read the documentation relating to the tender offer, which includ