Capgemini has filed its friendly tender offer for Altran with the French financial market authority (AMF)

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Author: Florence LIEVRE

Capgemini has filed a draft offer document with the AMF

Independent expert appointed by Altran has concluded that the offer price of €14 per share is fair

Altran’s Board of Directors issued a positive reasoned opinion (avis motivé) on the tender offer

Paris, 23 September 2019 – Capgemini (Euronext Paris: CAP) today announced that it has filed the draft offer document with the French financial market authority AMF (Autorité des marchés financiers) relating to its friendly tender offer for all of the shares of Altran Technologies (Euronext Paris: ALT) at a price of €14 per share, with a view to creating a global digital transformation leader for industrial and tech companies. The proposed acquisition of Altran by Capgemini, which was first announced on 24 June 2019, will create a group with revenues of €17 billion[1] and over 265,000 employees. The new entity will leverage its unique positioning in the particularly promising “Intelligent Industry” segment.

As stated in Altran’s press release dated as of today, the report of the independent expert, Finexsi, appointed by the Board of Directors of Altran, has determined that the offer price is fair from a financial point of view for Altran’s shareholders. After reviewing, inter alia, such report, Altran’s Board of Directors, held yesterday, issued a positive reasoned opinion (avis motivé) and determined that Capgemini’s friendly tender offer at a price of €14 per share is in the interests of Altran, its shareholders and its employees, and recommended that Altran’s shareholders tender their shares in the tender offer.

The offer price of €14 per share represents a premium of 30% over Altran’s volume-weighted[2] average share price in the month preceding the announcement, and a premium of 33% over the three-month average[3].

Capgemini’s draft offer document is in particular available on the Investor Relations section of Capgemini’s website and on the AMF website. The tender offer, as well as the draft offer document, remain subject to review by the AMF which will assess compliance with applicable laws and regulations. In accordance with Article 231-16 of the AMF General Regulation, the key terms of Capgemini’s draft offer document, and the procedures for making it available, are set out below in the section entitled “Key terms of Capgemini’s draft offer document”.

The closing of the tender offer, once open, will be subject to the receipt of the antitrust clearances from the European Commission and Morocco’s competition authority[4]. Capgemini reserves the right to waive such conditions. As previously announced, completion of the transaction is expected by the end of 2019.

Capgemini’s tender offer is furthermore subject to an acceptance threshold set at 50.10% of the share capital and voting rights of Altran, on a fully diluted basis[5]. Since 2 July 2019, Capgemini already held 29,378,319 shares representing 11.43% of Altran’s share capital.

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 includes the terms and conditions of the offer, as well as any amendments or supplements to those documents as they will contain important information about Capgemini, Altran Technologies and the proposed transaction. The draft offer document prepared by Capgemini was filed with the French Autorité des marchés financiers and disseminated today. The tender offer and the draft offer document remain subject to review by the French Autorité des marchés financiers.

The transaction remains subject to the required regulatory authorisations and other customary conditions, as described in the documentation relating to the tender offer.

This press release must not be published, broadcast or distributed, directly or indirectly, in any country in which the distribution of this information is subject to legal restrictions. The tender offer will not be open to the public in jurisdictions in which its launch is subject to legal restrictions.

The publication, broadcasting or distribution of this press release in certain countries may be subject to legal or regulatory restrictions. Therefore, persons located in countries where this press release is published, broadcasted or distributed must inform themselves about and comply with such restrictions. Capgemini disclaims any responsibility for any violation of such restrictions.

-ENDS-

About Capgemini

A global leader in consulting, technology services and digital transformation, Capgemini is at the forefront of innovation to address the entire breadth of clients’ opportunities in the evolving world of cloud, digital and platforms. Building on its strong 50-year heritage and deep industry-specific expertise, Capgemini enables organisations to realise their business ambitions through an array of services from strategy to operations. Capgemini is driven by the conviction that the business value of technology comes from and through people. It is a multicultural company of over 200,000 team members in more than 40 countries. The Group reported 2018 global revenues of EUR 13.2 billion.

Visit us at www.capgemini.com. People matter, results count.

KEY TERMS OF CAPGEMINI’S DRAFT OFFER DOCUMENT

This press release does not constitute an offer to acquire securities

The offer described below may only be opened once it has been declared compliant
by the Autorité des marchés financiers

PRESS RELEASE DATED SEPTEMBER 23, 2019
FILING OF THE PROPOSED TENDER OFFER

[1] Based on 2019 targets announced by each of the two groups.

[2] Adjusted for €0.24 dividend detached on 27 June 2019.

[3] Periods ending on Monday, 24 June 2019 included, last day of trading before the announcement of the proposed offer made after closing of the market.

[4] In view of the progress made in the process of obtaining CFIUS (Committee on Foreign Investment in the United States) authorisation in the United States, Capgemini decided, as it was entitled to do by the tender offer agreement, to file its tender offer before obtaining such authorisation. The tender offer will not be subject to obtaining the CFIUS authorisation.

[5] 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.