April 12, 2017
Accenture Completes Acquisition of 62% Majority Shareholding in SinnerSchrader AG, Expands Customer Experience Offering in Germany
Public Tender Offer to Remaining SinnerSchrader Shareholders Open Until May 8, 2017
Public Tender Offer to Remaining SinnerSchrader Shareholders Open Until May 8, 2017
KRONBERG I. TS. and HAMBURG, Apr. 12, 2017 – Accenture (NYSE: ACN) has completed the purchase of a 62% majority shareholding in SinnerSchrader, one of the leading digital agencies in Germany. The completion follows clearance from the antitrust authorities.
Accenture previously announced its plans on February 20, 2017 to drive the expansion of its digital agency, Accenture Interactive, in Germany, Austria, and Switzerland with the acquisition of SinnerSchrader to deliver end-to-end customer experience services to clients.
“We are combining the scale and reach of the world’s largest digital agency with the creativity, digital expertise and keen market knowledge of a leading digital agency in Germany,” said Brian Whipple, head of Accenture Interactive. “Together, we’re bringing our unique model to clients in Germany: part creative agency, part business consultancy, and part technology powerhouse – all laser focused on creating the best customer experiences on the planet.”
“Our work and our clients will benefit greatly from this unique combination,” said Matthias Schrader, CEO of SinnerSchrader, who, after a transition period, will lead Accenture Interactive in Germany, Austria and Switzerland. “Linking SinnerSchrader’s proven digital expertise to Accenture Interactive’s connected offering and truly global network will unlock next-generation customer experience and digital transformation services for companies and brands in Germany. Becoming part of Accenture Interactive also means exciting new opportunities for our talent.”
“Together, we are building Accenture Interactive as the leading agency for a holistic customer experience offering in Germany that helps clients digitally transform in an experience-led economy,” said Rainer Balensiefer, head of Accenture Interactive for Germany, Austria and Switzerland. “We are committed to preserving SinnerSchrader’s interdisciplinary culture and studio network which will be crucial to drive the expansion of Accenture Interactive across Germany.”
With the acquisition of the majority shareholding, Accenture is taking another important step towards the combination of its agency business with SinnerSchrader, following the formal launch of its public tender offer for the acquisition of the remaining SinnerSchrader AG shares on March 27, 2017.
Accenture is offering 9.00 euros per share which represents an attractive premium of 58% over the 12-month volume-weighted average share price and 31% over the 3-month volume-weighted average share price before the announcement on February 20, 2017. The acceptance period of the tender offer ends on May 8, 2017. SinnerScharder AG’s management and supervisory board recommended to accept the offer of Accenture in their statement pursuant to §27 WPÜG on April 6, 2017.
The public tender offer document as well as further information on the progress of the process and contact information for shareholders are available at http://accenture.de/company-acquisition.
Accenture is a leading global professional services company, providing a broad range of services and solutions in strategy, consulting, digital, technology and operations. Combining unmatched experience and specialized skills across more than 40 industries and all business functions – underpinned by the world’s largest delivery network – Accenture works at the intersection of business and technology to help clients improve their performance and create sustainable value for their stakeholders. With approximately 401,000 people serving clients in more than 120 countries, Accenture drives innovation to improve the way the world works and lives. Visit us at www.accenture.com.
Accenture Interactive helps the world’s leading brands transform their customer experiences across the entire customer journey. Through our connected offerings in design, marketing, content and commerce, we create new ways to win in today’s experience-led economy. Accenture Interactive was ranked the world’s largest and fastest-growing digital agency in the latest Ad Age Agency Report. To learn more follow us @accenturesocial and visit www.accenture.com/interactive.
SinnerSchrader is one of Europe’s leading digital agencies with a focus on the design and development of digital products and services. Its team of more than 500 build marketing solutions for brands including Allianz, Audi, comdirect bank, ERGO, Telefonica, TUI, Unitymedia and VW. Founded in 1996 and a public company since 1999, SinnerSchrader has offices in Hamburg, Berlin, Frankfurt, Munich, Prague and Hanover.
The public tender offer will be executed solely based on the offer document which will be made available at http://accenture.de/company-acquisition. This press release does not constitute an announcement pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) nor any other laws or regulations applicable to the intended takeover offer. This press release does not constitute an invitation to make an offer to sell shares in SinnerSchrader AG or an offer to purchase shares in SinnerSchrader AG. Accenture will not carry out a takeover offer under any jurisdiction other than Germany, particularly not in the United States of America, Canada, Australia or Japan. The shares referenced herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or any other jurisdiction of the USA. Securities may only be offered or sold within the USA pursuant to, or in a transaction not subject to or exempt from, the registration requirement of the Securities Act. There will be no public offering in the USA. The offer referenced herein is not being made, directly or indirectly, in or into the United States, or by use of the mails, or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce in the United States, or of any facility of a U.S. national securities exchange, and the offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States.
Except for the historical information and discussions contained herein, statements in this news release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “positioned,” “outlook” and similar expressions are used to identify these forward-looking statements. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied. These include, without limitation, risks that: the transaction might not achieve the anticipated benefits for Accenture; Accenture’s results of operations could be adversely affected by volatile, negative or uncertain economic conditions and the effects of these conditions on the company’s clients’ businesses and levels of business activity; Accenture’s business depends on generating and maintaining ongoing, profitable client demand for the company’s services and solutions including through the adaptation and expansion of its services and solutions in response to ongoing changes in technology and offerings, and a significant reduction in such demand or an inability to respond to the changing technological environment could materially affect the company’s results of operations; if Accenture is unable to keep its supply of skills and resources in balance with client demand around the world and attract and retain professionals with strong leadership skills, the company’s business, the utilization rate of the company’s professionals and the company’s results of operations may be materially adversely affected; the markets in which Accenture competes are highly competitive, and Accenture might not be able to compete effectively; Accenture could have liability or Accenture’s reputation could be damaged if the company fails to protect client and/or company data from security breaches or cyberattacks; Accenture’s profitability could materially suffer if the company is unable to obtain favorable pricing for its services and solutions, if the company is unable to remain competitive, if its cost-management strategies are unsuccessful or if it experiences delivery inefficiencies; changes in Accenture’s level of taxes, as well as audits, investigations and tax proceedings, or changes in tax laws or in their interpretation or enforcement, could have a material adverse effect on the company’s effective tax rate, results of operations, cash flows and financial condition; Accenture’s results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates; Accenture’s business could be materially adversely affected if the company incurs legal liability; Accenture’s work with government clients exposes the company to additional risks inherent in the government contracting environment; Accenture might not be successful at identifying, acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses; Accenture’s Global Delivery Network is increasingly concentrated in India and the Philippines, which may expose it to operational risks; as a result of Accenture’s geographically diverse operations and its growth strategy to continue geographic expansion, the company is more susceptible to certain risks; adverse changes to Accenture’s relationships with key alliance partners or in the business of its key alliance partners could adversely affect the company’s results of operations; Accenture’s services or solutions could infringe upon the intellectual property rights of others or the company might lose its ability to utilize the intellectual property of others; if Accenture is unable to protect its intellectual property rights from unauthorized use or infringement by third parties, its business could be adversely affected; Accenture’s ability to attract and retain business and employees may depend on its reputation in the marketplace; if Accenture is unable to manage the organizational challenges associated with its size, the company might be unable to achieve its business objectives; any changes to the estimates and assumptions that Accenture makes in connection with the preparation of its consolidated financial statements could adversely affect its financial results; many of Accenture’s contracts include payments that link some of its fees to the attainment of performance or business targets and/or require the company to meet specific service levels, which could increase the variability of the company’s revenues and impact its margins; Accenture’s results of operations and share price could be adversely affected if it is unable to maintain effective internal controls; Accenture may be subject to criticism and negative publicity related to its incorporation in Ireland; as well as the risks, uncertainties and other factors discussed under the “Risk Factors” heading in Accenture plc’s most recent annual report on Form 10-K and other documents filed with or furnished to the Securities and Exchange Commission. Statements in this news release speak only as of the date they were made, and Accenture undertakes no duty to update any forward-looking statements made in this news release or to conform such statements to actual results or changes in Accenture’s expectations.
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Jens R. Derksen
+ 49 175 5761393
+ 49 151 10939574