Success and extension of the recommended public exchange offer by Cap Gemini for Transiciel
Overwhelming approval at Cap Gemini's extraordinary shareholders meeting
18 December 2003
Paris, December 18th , 2003By two resolutions passed with a majority of 99.91% and 99.6% respectively, Cap Gemini’s extraordinary shareholders’ meeting held today authorized the issuance of the shares and rights to be issued as consideration for the Transiciel shares tendered to the recommended exchange offer closed on December 3rd, 2003.
This decision by the shareholders marks the satisfaction of the condition precedent to the public exchange offer the final results of which were announced by the Autorités des marchés financiers on December 16th.
Final results of the public exchange offer
Pursuant to the definitive results notice issued by the Autorités des marchés financiers on December 16th, 2003 under reference n° 203C2148, Cap Gemini will hold 17.571.514 Transiciel shares representing approximately 93.32% of the share capital of the company.
Pursuant to this notice, the split of the shares tendered to the offer is the following:
- 9.513.882 Transiciel shares were tendered to the first alternative of the offer (1 new Cap Gemini share for 3 Transiciel shares tendered);
- 8.057.632 Transiciel shares were tendered to the second alternative of the offer (5 new Cap Gemini shares and 16 warrants for 16 Transiciel shares tendered).
Extension of the public exchange offer
To allow holders of Transiciel shares who may not have tendered shares during the offer to benefit from such offer, Cap Gemini announces its decision to reopen, in accordance with section 5-2-3-1 of the General Regulations of the Conseil des marchés financiers, its public exchange offer for Transiciel shares from December 22 nd , 2003 to January 28th, 2004.
The terms of the offer so extended remain the same as those set out in the prospectus which has been granted visa n°03-935 by the Commission des Opérations de Bourse on October 29th, 2003.
During this extension Cap Gemini is therefore offering Transiciel shareholders an exchange offer in line with one of the following two options:
First option: An exchange ratio of one new Cap Gemini for 3 Transiciel shares tendered;
Second option: An exchange ratio of 5 new Cap Gemini shares and 16 rights for 16 Transiciel shares
The second option includes an earn-out mechanism involving the allocation of addition Cap Gemini shares contingent upon the new Sogeti/Transiciel grouping reaching operational performance objectives during the next two years. This earn-out mechanism is detailed in Section 1-4-13 of the prospectus.
Transiciel shareholders may choose one or the other option or a combination of the two in the proportion of their choosing.
It is reminded that the number of additional Cap Gemini shares which may be so attributed is limited to 20% of the number of shares initially issued to the Transiciel shareholders having tendered their shares pursuant to the second option.
Cap Gemini reserves the right to file a repurchase offer followed by a squeeze-out of Transiciel shares if, following the reopening, the number of Transiciel shares held by Cap Gemini represents in aggregate at least 95% of the capital and voting rights of Transiciel.
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Copies of the prospectus pertaining to the alternative public exchange offer by Cap Gemini for Transiciel which was granted visa n°03-935 by the Commission des Opérations de Bourse on October 29th, 2003, are available free of charge at Lazard Frères Banque (121, boulevard Haussmann, 75008 Paris), and Société Générale (17, cours Valmy, 92972 Paris-La Défense cedex).
This press release is not for publication or distribution in the United States of America, Canada or Japan. This press release does not constitute an extension of the exchange offer for the securities referred to herein in the United States, Canada or Japan. This press release does not constitute any offer to sell, or any solicitation of an offer to buy, the securities referred to herein in the United States, Canada or Japan. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or exemption from registration under the Securities Act. There will be no offer of securities in the United States, Canada or Japan.
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Cap Gemini : The Cap Gemini Ernst & Young Group, of which Cap Gemini is the parent company, is one of the world leaders in consulting, IT services and outsourcing, and reported 2002 revenues over 7 billion euros, with total staff of around 50,000.
Transiciel : Transiciel is a European IT services and Engineering Company offering a multi-specialist package for large businesses, based on three complementary business segments: R & D Outsourcing, Integration of Management Systems and Insourcing & Administration of Systems and Networks.
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Pursuant to Section 7 of COB regulation n°2002-04, this press release has been submitted to the COB prior to distribution.
