November 25, 2016
Accenture Completes Acquisition of a 47.4% Shareholding in OCTO Technology
- Accenture completes the acquisition of 47.4% of OCTO Technology’s share capital on a fully diluted basis (including the purchase of 1,941,381 equity warrants, representing 64.1% of existing equity warrants)
- Accenture will file a voluntary tender offer with the Autorité des marchés financiers ("AMF") for the acquisition of the remaining shares and equity warrants
- The supervisory board of OCTO Technology unanimously recommends the tender offer
- Two representatives of Accenture have joined the supervisory board
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.
About OCTO Technology
OCTO Technology is a technology consultancy specializing in digital transformation and software development operating in five countries: France (headquarter), Morocco, Switzerland, Brazil and Australia. OCTO has nearly 360 employees with specialized digital technology skills, including big data and analytics, user experience design, and mobile services delivery. Awarded the Great Place to Work® award (companies under 500 employees) for each of its four participations, OCTO also runs the successful ‘Unexpected Sources of Inspiration’ (USI) event each year in Paris where leaders, industry innovators and technology entrepreneurs exchange ideas, draw inspiration and discuss the digital transformations in our societies.
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 384,000 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 Digital, comprised of Accenture Analytics, Accenture Interactive and Accenture Mobility, offers a comprehensive portfolio of business and technology services across digital marketing, mobility and analytics. From developing digital strategies to implementing digital technologies and running digital processes on their behalf, Accenture Digital helps clients leverage connected and mobile devices; extract insights from data using analytics; and enrich end-customer experiences and interactions, delivering tangible results from the virtual world and driving growth. To learn more about Accenture Digital, follow us @AccentureDigi and visit www.accenture.com/digital.
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