A new milestone has been reached for the proposed acquisition of Altran by Capgemini
August 2019 by Marc Jacob
Capgemini and Altran Technologies have reached a new milestone on the way to building a global digital transformation leader for industrial and tech companies by the signature, on August 11, 2019, of the tender offer agreement which sets the terms and conditions of the proposed acquisition of Altran by Capgemini through a friendly cash tender offer for a price of €14 per share.
This milestone follows the signature of the memorandum of understanding on June 24, 2019, and the completion of the required information and consultation process of the works councils at Capgemini and Altran. The International works council of Capgemini issued its opinion on the transaction on July 16, 2019, and the Central works council of the UES and the European works council of Altran also each issued their opinion on the transaction on August 2, 2019 and on August 8, 2019, respectively.
On August 9, 2019, the board of directors of Altran determined unanimously, by the members present or represented, that the tender offer is in the interests of the company, its shareholders, employees and other stakeholders, approved the terms of the tender offer and determined that, subject to its duties under applicable laws and the terms and conditions of the tender offer agreement, it intends to recommend that the company shareholders tender their shares in the tender offer in the context of its reasoned opinion (avis motivé) to be rendered upon the receipt of the independent expert report. The board of directors of Altran also designated Finexsi as independent expert.
The filing of the tender offer is subject to the satisfaction of certain customary conditions precedent, in particular in relation to regulatory approvals (notably CFIUS in the United States and merger control clearances). However, Capgemini reserves the right to waive such conditions and file the tender offer before the satisfaction of such conditions.
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.1 As previously announced, completion of the transaction is expected by the end of 2019.
1 Capgemini reserves the right to waive such condition in accordance with applicable laws, in which case the caducity threshold (seuil de caducité) as provided by applicable laws, i.e. 50% of the share capital or voting rights (on a non-diluted basis), will still apply. Press release