«Translation for information purpose only. In case of discrepancy between the French and the English versions, the French version shall prevail. ...»
Translation for information purpose only. In case of discrepancy between the French and the English versions, the French version shall prevail.
PUBLIC PURCHASE OFFER
(OFFRE PUBLIQUE D’ACHAT)
FOR THE SHARES AND REDEEMABLE WARRANTS OF
INFORMATION CONCERNING THE CHARACTERISTICS OF THE OFFERORThis document concerning the other information of the Offeror, Claudius France, was filed with the Autorité des marchés financiers on July 28, 2016, in accordance with article 231-28 of the General Regulation (Règlement général) of the Autorité des marchés financiers and Instruction 2006-07. This document was drawn up under the responsibility of Claudius France.
This document supplements the information memorandum (the “Information Memorandum”) relating to the offer initiated by Claudius France on the shares and redeemable warrants of Cegid Group approved by the Autorité des marchés financiers (the “AMF”) on July 26, 2016, under visa n°16pursuant to a clearance decision issued on the same date.
Overseas shareholders, including shareholders in the United States, are directed to Section 2.9 of the Information Memorandum for important information about the Offer applicable to them.
Copies of this document are available on the Internet site of the Autorité des marchés financiers (www.amf-france.org), and may be obtained free of charge upon request to:
Natixis 47, quai d’Austerlitz 75013 Paris, France Any additional information regarding the Offer may be obtained from Georgeson, acting as
information agent for the Offeror, by calling the following toll-free number:
TABLE OF CONTENTS
1.PRESENTATION OF THE OFFER
1.1. Summary of the main characteristics of the Offer
1.2. Context of and rationale of the Offer
1.2.1. Context of the Offer
1.2.2. Rationale of the Offer
2.PRESENTATION OF THE OFFEROR
2.1. General information regarding the Offeror
2.1.1. Company name
2.1.2. Registered office
2.1.3. Form and governing law
2.1.5. Date of incorporation
2.1.6. Financial year
2.1.7. Corporate purpose
2.2. General information regarding the Offeror’s share capital
2.2.1. Share capital
2.2.2. Form of shares
2.2.3. Sale and transfer of shares
2.2.4. Voting rights
2.2.5. Ownership of share capital – controlling shareholder
2.2.6. Other securities giving access to the share capital
2.3. Administration, senior management and control of the Offeror
2.3.2. General manager (Directeur général)
2.3.3. Board of Directors
2.3.4. Statutory auditors
2.4. Description of the Offeror’s activities
2.4.1. Main activities
2.4.2. Exceptional events and significant disputes
3.FINANCIAL INFORMATION ON THE OFFEROR
3.1. Asset portfolio – Financial situation – Results
3.2. Activity since incorporation
3.3. Financing sources of the Offer
3.3.1. Costs connected with the Offer
3.3.2. Financing sources of the Offer
4.SIMPLIFIED ORGANISATIONAL CHART OF THE OFFEROR’S GROUP
5.PERSON ASSUMING RESPONSIBILITY FOR THIS DOCUMENT
1. PRESENTATION OF THE OFFER
1.1. Summary of the main characteristics of the Offer Pursuant to Title III of Book II and, more specifically, articles 232-1 et seq. and articles 234-2 of the AMF’s General Regulation, Claudius France, a société par actions simplifiée organized under the laws of France, having its registered office at 33 rue de Naples, 75008 Paris, registered with the Paris Register of Commerce and Companies (RCS Paris) under number 821 096 039 (the “Offeror”) which is indirectly wholly-owned by Claudius Luxco S.à r.l., a limited liability company organized under the laws of Luxembourg, having its registered office at 61 rue de Rollingergrund, L-2440 Luxembourg, registered with the Luxembourg Register of Commerce and Companies (RCS Luxembourg) (“Luxco”), has irrevocably committed to all the shareholders and holders of redeemable warrants of Cegid Group, a limited liability company (société anonyme) organized under the laws of France, having its registered office at 52 Quai Paul Sédallian, 69009 Lyon registered with the Lyon Register of Commerce and Companies (RCS Lyon) under number 327 888 111 (the “Company”), whose shares are traded on Euronext Paris (ISIN FR0000124703 – ticker symbol CGD), to acquire all of their Cegid Group shares at the price of 61.00 euros per share (ex dividend) and all of their redeemable warrants traded on Euronext Paris (under the respective ISIN numbers FR0010928093 and FR0010928119) at a price of 44.25 euros per redeemable warrant, with both shares and redeemable warrants to be paid exclusively in cash, on the conditions described below (the “Offer”).
The Offeror is irrevocably undertaking to acquire (i) all the shares of the Company that are not already (directly or indirectly) held by the Offeror, alone or in concert, representing, to the knowledge of the Offeror, a maximum of 5,654,839 shares as at July 11, 2016 (excluding treasury shares but including the 29,498 shares underlying the redeemable warrants in the case all redeemable warrant holders decide to convert their redeemable warrants into shares), at a price of
61.00 euros per share (ex-dividend, following payment of 1.25 euros dividend per share on May 13, 2016) and (ii) all the redeemable warrants 1 and 2 issued by the Company (referred to herein as the redeemable warrants), representing to the knowledge of the Offeror, a maximum of 29,498 redeemable warrants, at a price of 44.25 euros per redeemable warrant, with both shares and redeemable warrants to be paid exclusively in cash.
If, following the Offer (including, as the case may be, the Reopened Offer, as such term is defined in Section 2.6 of the Information Memorandum), the minority shareholders do not hold more than 5% of the share capital or voting rights of the Company, the Offeror will request the implementation of a squeeze-out in accordance with article 237-14 of the AMF’s General Regulation and the price to be paid by the Offeror for each share and each redeemable warrant tendered into the Offer shall be increased by 1.25 euros, thus resulting in a price per share being equal, in total, to 62.25 euros and a price per redeemable warrant being equal, in total, to 45.50 euros. Such increased price will be paid to all holders of shares and redeemable warrants who have tendered to the Offer their shares and/or redeemable warrants. The increased price will not be paid to holders of shares or redeemable warrants having sold their securities on the market.
The Offer shall be open for a period of 30 trading days.
The Offer is a mandatory tender offer filed in accordance with article 234-2 of the AMF’s General Regulation, that follows the acquisition by Claudius Finance S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg, having its registered office at 61 rue de Rollingergrund, L-2440 Luxembourg, registered with the Luxembourg Register of Commerce and Companies (RCS Luxembourg) under number B 205038 (“Claudius Finance”), the sole shareholder of the Offeror (in place of which the Offeror has been substituted for the purpose of filing the present Offer), on July 8, 2016, by way of offmarket block trades of (i) 766,037 shares held by Groupama, (ii) 1,716,494 shares held by Groupama Gan Vie and (iii) 987,625 shares held by ICMI, i.e. a total of 3,470,156 shares (the “Block Acquisition”), representing in the aggregate approximately 37.6% of the share capital of the Company.
Pursuant to the terms of article 231-13 of the AMF’s General Regulation, Natixis, acting on behalf of the Offeror, filed a draft information memorandum with the AMF on July 11, 2016.
Natixis acting as presenting bank of the Offer, guarantees the content and the irrevocable nature of the commitments made by the Offeror in connection with the Offer.
The Offer targets all the shares and redeemable warrants issued by the Company not directly or indirectly held by the Offeror or its affiliates as of the date hereof (except treasury shares other than those underlying the redeemable warrants).
The Offer will be implemented according to the normal procedure in accordance with the provisions of articles 232-1 et seq. of the AMF’s General Regulation.
The Offer is subject to an Acceptance Threshold (as such term is defined in Section 2.4 of the Information Memorandum) pursuant to article 231-9 I of the AMF’s General Regulation.
1.2. Context of and rationale of the Offer
On April 18, 2016, Claudius Finance entered into a share purchase agreement (as amended, the “Share Purchase Agreement” or the “SPA”) with Groupama SA, Groupama Gan Vie and ICMI, the holding company of Mr. Jean-Michel Aulas, chairman of the Company’s board of directors (the “Sellers”). Pursuant to the SPA in relation to the Block Acquisition, Claudius Finance agreed to acquire from the Sellers 3,470,156 shares of the Company at a price of
62.25 euros per share (dividend attached), which equates to 61.00 euros per share ex-dividend (paid on May 13, 2016).
Pursuant to the Share Purchase Agreement, any dividend paid by the Company to each Seller in respect of the shares for which a record date occurs between April 18, 2016 and the completion of the Block Acquisition shall be deemed to be a reduction in the consideration for the Block Acquisition and such purchase price shall be reduced accordingly.
On April 18, 2016, affiliates of (i) Silver Lake Partners IV Cayman, L.P., a Cayman Islands exempted limited partnership, (ii) Silver Lake Technology Investors IV Cayman, L.P., a Cayman Islands exempted limited partnership (together with Silver Lake Partners IV Cayman, L.P., “Silver Lake IV”) (the “SL Investors”), AltaOne Claudius SCA, a partnership limited by shares (société en commandite par actions) organized under the laws of Luxembourg, having its registered office at 22 avenue de la Liberté, L-1930 Luxembourg, registered with the Luxembourg Register of Commerce and Companies (RCS Luxembourg) under number B205175 (“AltaOne SCA”), and Luxco entered into an investor agreement (as amended, the “Investor Agreement”) to set forth the terms and conditions pursuant to which the SL Investors and AltaOne SCA will (i) invest in Luxco, Claudius Finance and the Offeror in the context of the Block Acquisition and the Offer and (ii) organize the governance of Luxco, Claudius Finance, the Offeror and the Company and their relationships as shareholders.
On April 18, 2016, the Board of Directors of the Company indicated that, subject to the opinion of the Company’s central works council and the report of the independent expert, it was in favour of the Block Acquisition and the Offer, and appointed Ledouble SAS as independent expert in charge of preparing a report regarding the financial terms of the Offer which includes a fairness opinion.
Also, on April 18, 2016, Silver Lake, AltaOne (as such terms are defined in Section 2.2.5 of this document) and the Company announced the Block Acquisition and Claudius Finance also announced that it will launch a tender offer for all the remaining shares and redeemable warrants of the Company.
On April 18, 2016:
- Eximium undertook towards Claudius Finance to tender all the 465,640 shares of the Company it holds to the Offer, representing as of 18 April 2016, 5.04% of the share capital and 4.49% of the voting rights;
- Mr Patrick Bertrand undertook towards Claudius Finance to tender all the 78,263 shares of the Company he holds to the Offer, representing as of 18 April 2016, 0.85% of the share capital and 1.10% of the voting rights.
On April 20, 2016:
- CMJ Holdings undertook towards Claudius Finance to tender all the 18,000 shares of the Company it holds to the Offer, representing as of 20 April 2016, 0.19% of the share capital and 0.19% of the voting rights;
- Borelly Busines Inc undertook towards Claudius Finance to tender all the 78,912 shares of the Company it holds to the Offer, representing as of 20 April 2016, 0.85% of the share capital and 0.76% of the voting rights.
On April 25, 2016, IBIM2 Limited undertook towards Claudius Finance to tender all the 75,304 shares of the Company it holds to the Offer, representing as of 25 April 2016, 0.82% of the share capital and 0.73% of the voting rights.
On May 9, 2016, the shareholders’ meeting of the Company approved a dividend of 1.25 euros per share which was paid on May 13, 2016.
The Company initiated the employee information and consultation process with the Company works council immediately following the announcement of the signing of the Share Purchase Agreement. On June 10, 2016, the Company works council rendered its opinion of the contemplated Offer, acknowledging inter alia, that the Company’s works council intended to continue its trusted relationship and high-level dialogue with the new shareholders.
The European Commission and the Federal Antimonopoly Service of the Russian Federation, two competition authorities whose approvals were required in relation to the Block Transaction and the Offer, granted their clearances respectively on June 30, 2016 and on June 21, 2016.
On July 7, 2016, the Board of Directors of the Company, in view of the opinion of the Company’s works council, the fairness opinion of the independent expert confirming that the price offered by the Offeror was fair to the shareholders and holders of redeemable warrants, including in the context of a squeeze-out, considered that the Offer is in the best interests of the Company, its shareholders, holders of redeemable warrants and its employees, and recommended shareholders and holders of the redeemable warrants of the Company tender their shares and/or redeemable warrants to the Offer.