February 20, 2017
Accenture Announces Intent to Acquire Digital Agency SinnerSchrader AG to Drive Expansion of Accenture Interactive in Germany
- Accenture agrees to purchase 62% majority of shares in SinnerSchrader AG from the co-founder/CEO, CFO and other shareholders
- Public tender offer to remaining shareholders at EUR 9.00 per share, representing 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
- Co-founder Matthias Schrader to remain CEO of SinnerSchrader
- Acquisition will strengthen Accenture Interactive’s customer experience capabilities in Germany
Accenture has agreed to purchase a 62% majority of SinnerSchrader shares from co-founder and CEO Matthias Schrader, CFO Thomas Dyckhoff, and other shareholders at EUR 9.00 per share. Accenture also announced its intention to launch a public tender offer to all remaining shareholders at the same price. This 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 announcement.
Additionally, Accenture and SinnerSchrader have signed an agreement outlining the relationship between SinnerSchrader and Accenture Interactive that aims to jointly develop digital transformation solutions through the combination of consulting, design and technology. Under the terms of the agreement, Matthias Schrader will retain his role as CEO of the company and, after a transition period, lead the joint digital agency business of Accenture Interactive in Germany, Austria and Switzerland. The SinnerSchrader leadership team is expected to expand the existing Accenture Interactive leadership team with additional expertise. The supervisory board of SinnerSchrader has approved this agreement.
SinnerSchrader is a leading digital agencies in GermanySinnerSchrader is a full-service digital agency that specializes in developing and implementing digital products, services, and marketing solutions. It has approximately 500 employees in studios in Hamburg, Berlin, Frankfurt, Munich, Prague and Hanover. Its clients include Allianz, Audi, BMW, comdirect bank, ERGO, Telefonica, TUI, Unitymedia and VW.
With this acquisition, Accenture will take another major step in expanding its digital agency, Accenture Interactive, in Germany. The acquisition will strengthen Accenture Interactive’s capabilities in customer experience design as well as development of digital strategies and mobile offerings, and deepen its eCommerce and content marketing offerings.
Accenture Interactive is the world’s biggest and fastest-growing digital agencyAccenture Interactive is the world’s biggest and fastest-growing digital agency, according to the latest agency ranking by Advertising Age. It offers digital customer experience services ranging from creative to technology, spanning experience design, marketing, content and commerce.
SinnerSchrader will be Accenture Interactive’s tenth acquisition globally since 2013. Most recently, Accenture bought London-based creative agency Karmarama. Other acquisitions include global design and innovation consultancy Fjord which also has studios in Berlin and Zurich.
“With SinnerSchrader, we continue to build out Accenture Interactive’s position as a leading digital customer experience agency”, said Brian Whipple, head of Accenture Interactive. “We combine design, innovation and the culture of an agency with the integration, scale, and technology of Accenture – and a laser-focus on helping clients create great customer experiences.”
“The planned acquisition will benefit our clients and employees as well as our shareholders,” said Matthias Schrader, co-founder and CEO of SinnerSchrader. “Linking our interdisciplinary culture spanning consulting, design and technology with the global organization, technology skills, and industry expertise of Accenture and Accenture Interactive will enable us to service our clients more broadly and on a global scale. Our talents will have access to new and exciting projects and career opportunities.”
“Technology and consumer expectations are changing fast, challenging companies every day to create meaningful experiences for their customers”, said Rainer Balensiefer, head of Accenture Interactive Germany, Austria and Switzerland. “This is an area where Matthias Schrader and his team have significant expertise and experience, which we will leverage to jointly drive our clients’ digital businesses.”
“SinnerSchrader’ highly sought-after skills will go a long way in securing our position as one of the leading providers for digital transformation in Germany,” said Frank Riemensperger, country managing director of Accenture Germany. “We are pleased to welcome the SinnerSchrader team and its distinctive digital agency culture.”
The transaction is subject to customary closing conditions and is expected to close in the first half of CY 2017.
Deutsche Bank acts as financial advisor to Accenture for the transaction. SinnerSchrader has retained M.M.Warburg & CO as financial advisor.
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 more than 394,000 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, part of Accenture Digital, helps the world’s leading brands drive superior marketing performance across the full multichannel customer experience. Accenture Interactive offers integrated, industrialized and industry-driven digital transformation and marketing solutions. It was named 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 execution of the offer is subject to approval of the offer document by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and, following such approval, 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. The offer document will be published following approval by the German Federal Financial Supervisory Authority (BaFin). 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.
Accenture Safe Harbor Statement under The Private Securities Litigation Reform Act of 1995
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: Accenture and SinnerSchrader will not be able to close the transaction in the time period anticipated, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions; 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 57 61393
+ 49 151 10939574