LYON, France--(BUSINESS WIRE)--Esker:
- Esker’s shareholders show strong support for the Offer by tendering their shares in large numbers during the initial Offer period.
- Boréal Bidco will hold 74.62% of the share capital and at least 74.49% of the voting rights of Esker at the end of the first Offer period. The Offer has a positive outcome.
- Settlement-delivery of the initial Offer on 24 January 2025.
- The Offer will be reopened from 17 to 30 January 2025 under the same terms, at a price of €262 per share, to enable the minority shareholders who have not tendered their shares to the Offer to do so during the reopened Offer.
Offer results
4,187,880 shares of Esker were tendered to the public tender offer initiated by Boréal Bidco SAS (“Boréal Bidco” or the “Offeror”) for the shares of Esker (the “Offer”), representing 68.79% of the shares and at least 64.83% of the voting rights of the company. In total, taking into account the shares tendered to the Offer and the Esker shares assimilated to shares held by the Offeror in accordance with applicable regulations, the (effective and assimilated) holding of Boréal Bidco is of 74.62% of the share capital and at least 74.49%1 of the voting rights of Esker at the end of the first Offer period.
At the settlement-delivery of this initial Offer period, Boréal Bidco is expected to hold, taking into account notably the contribution in kind of 23,419 shares by the Group’s executives, the loss of double voting rights attached to the shares contributed in kind by the members of the concert, and the assimilation of the 143,474 treasury shares held by Esker, 77.36% of the capital and at least 76.37% of the voting rights of Esker.
The conditions related to reaching the mandatory acceptance threshold and the voluntary waiver threshold are met, and the Offer has a positive outcome.
The notice of results (avis de résultat) published by the AMF on 14 January 2025 is available on the AMF website (www.amf-france.org).
The settlement-delivery of the Offer will take place on 24 January 2025.
Reopening of the Offer
In accordance with the provisions of Article 232-4 of the AMF’s general regulation, the Offer will be reopened from 17 January to 30 January 2025 under the same terms as those set out in the offer document that received the AMF’s visa no. 24-495 on 22 November 2024, specifically an Offer price of €262 per Esker share to enable the minority shareholders who have not yet tendered their shares to the Offer to do so during the reopened Offer.
This price reflects a 30.1% premium over the unaffected share price of €201.40 on 8 August 2024 (i.e. the date prior to publications on a possible transaction), and premiums of 37.2%, 43.6% and 62.4%, respectively, over the volume-weighted average share prices over the 3, 6 and 12 month periods prior to that date.
If the legal conditions are met at the end of the reopened Offer, the Offeror will request the implementation of a squeeze-out procedure.
In connection with the reopened Offer, the Offeror will bear the brokerage fee and related VAT incurred by shareholders tendering their shares, if any, up to a limit of 0.3% (excluding VAT) of the amount of the order, with a maximum of €100 (including VAT) per request.
Holders of bearer shares or administered registered shares are invited to contact their financial intermediary (bank, broker, life insurer, etc.) to obtain an Offer response form for the reopened Offer (also sent by post). It is also possible that the concerned financial intermediaries will accept orders to tender to the reopened Offer via the Internet or by telephone.
Pure registered shareholders should have received an Offer response form from Uptevia, Esker’s pure registered share manager, which should be returned by email at ost.optionnelles.registre@uptevia.com. Registered shareholders who have not received the response form may contact Uptevia by email at the same address, or by telephone (from France: 08 00 00 75 35 (toll-free number); from abroad: +33 1 49 37 82 36).
The tender procedure and the centralization of the reopened Offer will be identical to those applicable to the Offer, it being specified, however, that orders to tender to the reopened Offer will be irrevocable.
D.F. King Ltd acts as information agent for Esker’s institutional shareholders (contact: Mr. David Chase Lopes, Managing Director, EMEA, david.chaselopes@dfkingltd.co.uk).
Information and documentation relating to the Offer are available free of charge on the websites of Esker (www.esker.fr), Bridgepoint (www.bridgepoint.eu/shareholders/Sep-2024-microsite) and the AMF (www.amf-france.org).
ABOUT ESKER
Esker is the global authority in AI-powered business solutions for the Office of the CFO.
Leveraging the latest in automation technologies, Esker’s Source-to-Pay and Order-to-Cash solutions optimize working capital and cashflow, enhance decision-making, and drive better collaboration and human-to-human relationships with customers, suppliers and employees.
Esker operates in North America, Latin America, Europe and Asia Pacific with global headquarters in Lyon, France, and U.S. headquarters in Madison, Wisconsin. Listed on Euronext Growth in Paris (ISIN code FR0000035818), the company generated sales of €178.6 million in 2023, more than 2/3 of which outside France.
ABOUT BRIDGEPOINT
Bridgepoint, listed on the London Stock Exchange, is a leading alternative asset manager specializing in private equity, infrastructure and private credit.
With over €67 billion in assets under management and more than 200 investment professionals located in Europe, North America and Asia, Bridgepoint combines global scale with local market knowledge and sector expertise. Bridgepoint invests in companies operating in resilient growth sectors, managed by ambitious teams.
The group has been present in France for over 35 years, where it has one of the largest investment teams and a track record of landmark technology deals, with Cast, Sinari, Brevo, Kyriba, Calypso, eFront and more recently LumApps. Bridgepoint also recently acquired the Property Management business of Nexity, a Euronext-listed company.
ABOUT GENERAL ATLANTIC
General Atlantic is a leading global growth investor with more than four decades of experience providing capital and strategic support for over 520 growth companies throughout its history.
Established in 1980, General Atlantic continues to be the dedicated partner to visionary founders and investors seeking to build dynamic businesses and create long-term value. Guided by the conviction that entrepreneurs can be incredible agents of transformational change, the firm combines a collaborative global approach, sector-specific expertise, a long-term investment horizon, and a deep understanding of growth drivers to partner with and scale innovative businesses around the world. The firm leverages its patient capital, operational expertise, and global platform to support a diversified investment platform spanning Growth Equity, Credit, Climate, and Sustainable Infrastructure strategies.
General Atlantic manages approximately $100 billion in assets under management, inclusive of all strategies, as of 1 October 2024, with more than 900 professionals in 20 countries across five regions. For more information on General Atlantic, please visit: www.generalatlantic.com.
WARNING
This press release does not constitute an offer to purchase securities. Any decision regarding the Offer must be based exclusively on the information contained in the Offer documents.
This press release has been prepared for information purposes only. The distribution of this press release, the Offer and its acceptance may be subject to specific regulation or restrictions in certain countries. The Offer is not intended for persons subject to such restrictions. Consequently, persons in possession of this press release are required to inquire about any local restrictions that may apply and to comply with them. Bridgepoint, General Atlantic and Esker assume no responsibility for any violation of these restrictions by anyone.
It is intended that the Offer will be open in the United States in accordance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), including Regulation 14E after application of the exemptions provided by rule 14d-1(d) of the U.S. Exchange Act (the “Tier II” exemption) and the requirements of French law.
1 The indicated percentage of voting rights takes into account the double voting rights attached to the 280,400 shares of Mr. Jean-Michel Bérard, Mr. Emmanuel Olivier, and Mr. Jean-Jacques Bérard, who are acting in concert and will be contributed in kind on the settlement-delivery of the Offer.
