Capgemini Engineering friendly tender offer

On June 24, 2019, Capgemini (Euronext Paris: CAP) and Capgemini Engineering  have entered into an agreement for exclusive negotiations whereby Capgemini is to acquire Capgemini Engineering in the context of a friendly tender offer. On 23 September 2019, Capgemini has filed its proposed tender offer for Capgemini Engineering with the French financial market authority and Capgemini Engineering a draft response document to Capgemini’s offer. Capgemini Engineering’s shareholders are offered a cash consideration of EUR 14.50 per share, valuing Capgemini Engineering’s equity at approximately EUR 3.7 billion.

The combination of the two companies will create a group with revenues of €17 billion and more than 270,000 employees. This new entity will leverage its unique positioning in particularly promising segments. This project is the first major combination of two leaders in complementary segments of technology which tend to converge with the advent of digital and the diffusion of new technologies in all activities (including the cloud, the internet of things, Edge computing, artificial intelligence, 5G): that of operational technologies (for Capgemini Engineering Technologies) and that of information technologies (for Capgemini). In particular, it will enable the new entity to accelerate its ambition in digital transformation sectors for industrial players.

Upon settlement and delivery of the reopening of the offer, scheduled on April 8, 2020, Capgemini will hold 98.15% of Capgemini Engineering’s share capital and at least 98.03% of Capgemini Engineering’s voting rights. Capgemini requested the AMF to implement the squeeze-out procedure in order to obtain the transfer of all the Capgemini Engineering shares not tendered to the offer, in accordance with the terms of its tender offer and on the same financial terms (i.e., 14.50 euros per Capgemini Engineering shares). Capgemini Engineering shares will be delisted from Euronext in Paris after the closing of the market on April 15, 2020, the date on which the squeeze-out will be implemented.