Following the announcement on September 15, 2016, Accenture has completed the acquisition of a 47.4% shareholding in OCTO Technology – a technology consultancy specializing in digital transformation and software development – on a fully diluted basis.
The completion of the acquisition follows the clearance from the competent regulatory authorities and the consultation of OCTO’s works council.
“With the support of OCTO’s leadership, we look forward to working together following completion of the tender offer to deliver the greatest possible results for clients in France and further afield, driving digital transformations through our shared pragmatic, innovative approach to technology,” said Pascal Delorme, Accenture Digital lead, France and Benelux.
The supervisory board of OCTO met on November 24, 2016. OCTO appointed the firm Ledouble as an independent expert to deliver a report regarding the financial terms of the voluntary tender offer (the “Offer”), which it concluded was fair. As a result, the OCTO supervisory board unanimously concluded that the Offer was in the best interest of OCTO, its shareholders and its employees and decided therefore to recommend to OCTO’s shareholders and equity warrant holders to tender their securities to the Offer.
“OCTO clients will benefit from the deep industry experience and global scale of Accenture Digital, whose French operations will be invigorated by this acquisition,” said François Hisquin, CEO and founder of OCTO.
In connection with the completion of the acquisition, two representatives of Accenture have joined the supervisory board of OCTO: Christian Nibourel, country managing director for Accenture in France and Benelux and Jean-Pierre Bokobza, senior managing director, Accenture Digital. Mr. Nibourel has also been elected Chairman of the board.
Accenture has completed the acquisition through the indirect purchase of 1,962,323 shares and 1,941,381 equity warrants from the founder and CEO, and the managers, of OCTO, and the purchase of 238,519 shares from Financière Arbevel, at a price of €22.50 per share and €1.7222 per equity warrant, in private transactions. Accenture Digital France Holdings, a wholly-owned subsidiary of Accenture, will file the proposed Offer with the AMF in the coming days under the same terms. Sycomore Asset Management has also irrevocably committed to tender an aggregate 233,445 shares to the Offer, which is expected to bring Accenture’s ownership of OCTO to 52.0% on a fully diluted basis.
The contemplated Offer values 100% of the issued ordinary shares of OCTO at approximately €115 million. The price of €22.50 per share represents a 43.8% premium over the unaffected closing share price of OCTO on September 14, 2016, the day before the intention of Accenture to acquire OCTO was announced, and a 36.9% premium over the volume-weighted average share price during the last 3 months before this date. The Offer to purchase all remaining shares and equity warrants of OCTO will be subject to the AMF review and approval.
Accenture will reserve the right to undertake a squeeze out (retrait obligatoire) on OCTO’s shares and equity warrants not tendered if the applicable conditions are satisfied following the completion of the Offer.
Rothschild & Cie and Société Générale are acting as financial advisors to OCTO and Accenture, respectively.
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