- The tender offer filed by Boréal Bidco SAS (the
“Offeror”) for the shares of Esker was declared compliant by
the AMF on 22 November 2024.
- As from 2 December 2024, Esker’s shareholders will be able to
tender their shares to the Offer.
- The price of €262 per share represents a 30.1% premium over
the unaffected share price on 8 August 2024, (i.e. the date prior
to publications on a possible transaction) and premiums of 37.2%,
43.6% and 62.4% respectively, over the volume-weighted average
share prices over the 3, 6 and 12 month periods prior to that
date.
- The independent expert has concluded that the financial terms
of the Offer are fair to the shareholders.
- Esker’s Supervisory Board unanimously concluded that the Offer
is in the best interest of Esker, its shareholders and its
employees, and recommended that shareholders tender their shares
into the Offer.
- The Offeror will pay for the brokerage fees of tendering
shareholders (up to 0.3% excl. VAT of the order amount, with a
maximum of €100 incl. VAT per request).
Opening of the Offer
On 22 November 2024, the public tender offer filed by the
Offeror for the shares of Esker (the “Offer”) was declared
compliant by the Autorité des marchés financiers (“AMF”)
which approved the Offeror’s offer document under visa number
24-495 and Esker’s reply document under visa number 24-496.
On 28 November 2024, the Offeror and Esker made available to the
public the “other information” documents relating to the legal,
financial and accounting characteristics of the Offeror and
Esker.
These documents are available on the Esker (www.esker.fr),
Bridgepoint (www.bridgepoint.eu/shareholders/Sep-2024-microsite)
and AMF (www.amf-france.org) websites.
On 29 November 2024, the AMF published a notice announcing the
opening of the Offer. Following this publication, all regulatory
approvals required for the control of concentrations and control of
foreign investments having been obtained, the Offer will be open
from 2 December 2024 to 9 January 2025.
A price of €262 per share, representing a 30.1% premium
compared to the share price on 8 August 2024
The Offer price of €262 values 100% of Esker’s share capital at
c. €1.62 billion, on a fully diluted basis. This price reflects a
30.1% premium over the unaffected share price of €201.40 on 8
August 2024 (i.e. the date prior to publications on a possible
transaction), and premiums of 37.2%, 43.6% and 62.4%, respectively,
over the volume-weighted average share prices over the 3, 6 and 12
month periods prior to that date.
Offer unanimously recommended by the Supervisory Board and
supported by Esker Management Board
In connection with the Offer, the Supervisory Board has set up
an ad hoc committee comprising three independent members: Ms.
Marie-Claude Bernal, Mr. Jean-Pierre Lac and Ms. Nicole Pelletier
Perez. On the recommendation of the ad hoc committee, the
Supervisory Board has appointed Finexsi, represented by Mr.
Christophe Lambert, as independent expert, to prepare a fairness
opinion on the financial terms of the Offer pursuant to Article
261-1, I, 2° and 4° of the AMF’s general regulation.
The ad hoc Committee supervised the work of the independent
expert and made recommendations to the Supervisory Board regarding
the Offer, in particular with regard to the independent expert’s
report.
The independent expert concluded that the financial terms of the
Offer are fair to the company’s shareholders.
Having considered (i) the work and recommendations of the ad hoc
committee, (ii) the conclusions of the independent expert, (iii)
the report of the chartered accountant appointed by Esker’s works
council (the “CSE”), and (iv) the opinion of the CSE, the
Supervisory Board unanimously issued a favorable reasoned opinion
on the Offer on 22 October 2024 and recommended that Esker’s
shareholders tender their shares into the Offer.
Mr. Jean-Michel Bérard, Chairman of Esker’s Management Board,
Mr. Emmanuel Olivier, member of the Management Board, and Mr.
Jean-Jacques Bérard, Vice President Research and Development,
shareholders of the company holding together 10.6% of the capital,
will continue to support Esker by contributing in kind a portion of
their Esker shares to Boréal Topco, in exchange for shares of
Boréal Topco, in accordance with the investment agreement entered
into on 19 September 2024 with Bridgepoint and General Atlantic,
subject to the success of the Offer. Their remaining Esker shares
will be tendered into the Offer. The members of the Supervisory
Board holding Esker shares have confirmed their intention to tender
all of their Esker shares into the Offer.
Offer conditions
In addition to the mandatory 50% acceptance threshold provided
for in Article 231-9, I, 1° of the AMF’s general regulation, the
Offer is subject to a voluntary minimum tender condition pursuant
to Article 231-9, II of the AMF’s general regulation, allowing the
Offeror to withdraw the Offer in the event it does not hold, at the
end of the Offer, more than 60% of Esker’s share capital and voting
rights on a diluted basis.
If the legal conditions are met at the closing of the Offer, the
Offeror will request the implementation of a squeeze-out
procedure.
Orders to tender to the Offer
If you hold bearer shares or administered registered shares,
please contact your financial intermediary (bank, broker, life
insurer, etc.) to obtain an Offer response form (also sent by
post). It is also possible that your financial intermediary accepts
orders to tender to the Offer via Internet or by phone.
If you are a pure registered shareholder, you must have received
an Offer response form from Uptevia, Esker’s pure registered shares
manager, which should be returned to them by email at ct-
contact@uptevia.com. If you have not received this response form,
you can contact Uptevia by email at the same address, or by phone
(from France: 08 00 00 75 35 (toll-free number); from abroad: +33 1
49 37 82 36).
As part of the Offer, the Offeror will pay for the brokerage
fees and related VAT incurred by shareholders tendering their
shares, in the event that the Offer is successful, up to a limit of
0.3% (excluding VAT) of the amount of the order, with a maximum of
€100 (including VAT) per request.
In order to facilitate access to information, a European
toll-free number is available for Esker’s shareholders for any
question related to the Offer during the opening period: from
France: 08 05 08 05 98 (toll-free number); from abroad: +33 8 05 08
05 98.
D.F. King Ltd acts as information agent for Esker’s
institutional shareholders (contact: Mr. David Chase Lopes,
Managing Director, EMEA, david.chaselopes@dfkingltd.co.uk).
ABOUT ESKER
Esker is the global authority in AI-powered business solutions
for the Office of the CFO.
Leveraging the latest in automation technologies, Esker’s
Source-to-Pay and Order-to-Cash solutions optimize working capital
and cashflow, enhance decision-making, and drive better
collaboration and human-to-human relationships with customers,
suppliers and employees.
Esker operates in North America, Latin America, Europe and Asia
Pacific with global headquarters in Lyon, France, and U.S.
headquarters in Madison, Wisconsin. Listed on Euronext Growth in
Paris (ISIN code FR0000035818), the company generated sales of
178.6 million euros in 2023, more than 2/3 of which outside
France.
Media contacts:
Esker - Emmanuel Olivier emmanuel.olivier@esker.com
+33472834646
News - Hélène de Watteville hdewatteville@actus.fr
+331536736 33
ABOUT BRIDGEPOINT
Bridgepoint, listed on the London Stock Exchange, is a leading
alternative asset manager specializing in private equity,
infrastructure and private credit.
With over €67 billion in assets under management and more than
200 investment professionals located in Europe, North America and
Asia, Bridgepoint combines global scale with local market knowledge
and sector expertise. Bridgepoint invests in companies operating in
resilient growth sectors, managed by ambitious teams.
The group has been present in France for over 35 years, where it
has one of the largest investment teams and a track record of
landmark technology deals, with Cast, Sinari, Brevo, Kyriba,
Calypso, eFront and more recently LumApps. Bridgepoint also
recently acquired the Property Management business of Nexity, a
Euronext-listed company.
www.bridgepoint.eu
Media contact Charlotte Le Barbier
clebarbier@image7.fr +33678372760
ABOUT GENERAL ATLANTIC
General Atlantic is a leading global growth investor with more
than four decades of experience providing capital and strategic
support for over 520 growth companies throughout its history.
Established in 1980, General Atlantic continues to be the
dedicated partner to visionary founders and investors seeking to
build dynamic businesses and create long-term value. Guided by the
conviction that entrepreneurs can be incredible agents of
transformational change, the firm combines a collaborative global
approach, sector-specific expertise, a long-term investment
horizon, and a deep understanding of growth drivers to partner with
and scale innovative businesses around the world. The firm
leverages its patient capital, operational expertise, and global
platform to support a diversified investment platform spanning
Growth Equity, Credit, Climate, and Sustainable Infrastructure
strategies.
General Atlantic manages approximately $100 billion in assets
under management, inclusive of all strategies, as of 1 October
2024, with more than 900 professionals in 20 countries across five
regions. For more information on General Atlantic, please visit:
www.generalatlantic.com.
Media contacts: Emily Japlon and
Sara Widmann media@generalatlantic.com
WARNING
This press release does not constitute an offer to purchase
securities. Any decision regarding the Offer must be based
exclusively on the information contained in the Offer
documents.
This press release has been prepared for information purposes
only. The distribution of this press release, the Offer and its
acceptance may be subject to specific regulation or restrictions in
certain countries. The Offer is not intended for persons subject to
such restrictions. Consequently, persons in possession of this
press release are required to inquire about any local restrictions
that may apply and to comply with them. Bridgepoint, General
Atlantic and Esker assume no responsibility for any violation of
these restrictions by anyone.
It is intended that the Offer will be open in the United States
in accordance with Section 14(e) of the U.S. Securities Exchange
Act of 1934, as amended (the "U.S. Exchange Act"), including
Regulation 14E after application of the exemptions provided by rule
14d-1(d) of the U.S. Exchange Act (the "Tier II" exemption) and the
requirements of French law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241202345753/en/
Esker Media contacts: Esker - Emmanuel Olivier
emmanuel.olivier@esker.com +33472834646
News - Hélène de Watteville hdewatteville@actus.fr +331536736
33
Bridgepoint Media contact: Charlotte Le Barbier
clebarbier@image7.fr +33678372760
General Atlantic Media contacts: Emily Japlon and Sara
Widmann media@generalatlantic.com
Esker (EU:ALESK)
過去 株価チャート
から 11 2024 まで 12 2024
Esker (EU:ALESK)
過去 株価チャート
から 12 2023 まで 12 2024
