Success of Capgemini’s friendly tender offer for Altran

• On closing of the tender offer, Capgemini holds 53.57% of Altran’s share capital and at least 53.41% of Altran’s voting rights
• Settlement and delivery of the tender offer will occur on February 4, 2020

Paris, January 27, 2020 – The French financial market authority (Autorité des marchés financiers – AMF) published today the final results of the friendly tender offer of Capgemini (Euronext Paris: CAP) for Altran Technologies (Euronext Paris: ALT). Upon settlement and delivery of the tender offer, which will occur on February 4, 2020, Capgemini will hold 137,674,545 Altran shares^[1] representing 53.57% of Altran’s share capital and at least 53.41% of Altran’s voting rights, thereby exceeding the acceptance threshold set at 50.1% of Altran’s share capital and voting rights (on a fully diluted basis).

Paul Hermelin, Chairman and Chief Executive Officer of the Capgemini Group, and Aiman Ezzat, who will become Chief Executive Officer of the Capgemini Group as from the General Meeting of May 2020, welcome the outcome: “We are pleased to see that the market supported this transaction. Together, Capgemini and Altran will offer a unique combination of expertise and will become a global leader in “Intelligent Industry”. We are confident on the final steps to completion and are now resolutely looking towards the future.”

Dominique Cerutti, Chairman and Chief Executive Officer of the Altran Group, added: “We are delighted with the success of the offer and that a majority of Altran shareholders have chosen to tender their shares. This new stage in Altran’s history demonstrates our Group’s solid transformation. It also reflects the quality and uniqueness of our expertise and differentiated service models. I would like to express my deepest gratitude to our 50,000 employees who have contributed to positioning Altran at such a high level of excellence and have remained committed over the past months.”

Capgemini further confirms that it will comply with all of its commitments relating to this transaction, and in particular (i) Capgemini will not take control over Altran^[2] pending the decision of the Court of Appeal of Paris on the claim filed by a shareholder, which is expected by the end of March 2020^[3], and (ii) for at least 18 months^[4], Capgemini will not file any new tender offer nor implement any statutory merger based on a price per Altran share higher than the offer price.

Capgemini’s offer document and Altran’s response document, as approved by the AMF on October 14, 2019 under visa no. 19-489 and visa no. 19-490 respectively, as well as documents relating to the other information of each company, are available on the AMF website (www.amf-france.org), and on the websites of Capgemini (www.capgemini.com/altran-en) or Altran Technologies (www.altran.com). These documents can be obtained free of charge from Capgemini (11 rue de Tilsitt, 75017 Paris, France) or Altran Technologies (96 avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, France), depending on whether they relate to Capgemini or Altran Technologies.

IMPORTANT INFORMATION

This press release is disseminated for information purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any securities of Altran Technologies.

Investors and shareholders are strongly advised to read the documentation relating to the tender offer, which includes the terms and conditions of the offer, as well as any amendments or supplements to those documents as they will contain important information about Capgemini and the proposed transaction.

This press release must not be published, broadcast or distributed, directly or indirectly, in any country in which the distribution of this information is subject to legal restrictions. The tender offer will not be open to the public in jurisdictions in which its launch is subject to legal restrictions.

The publication, broadcasting or distribution of this press release in certain countries may be subject to legal or regulatory restrictions. Therefore, persons located in countries where this press release is published, broadcasted or distributed must inform themselves about and comply with such restrictions. Capgemini disclaims any responsibility for any violation of such restrictions.

 

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[1] Including the 29,378,419 shares acquired by Capgemini prior to the successful completion of the offer, in the context of the acquisition of the blocks of shares acquired from a group of shareholders led by Apax, and in the context of the improved offer, and excluding the 2,461,800 treasury shares held by Altran Technologies, i.e. 0.95% of its capital.
[2] Altran’s financial results will only be consolidated into the Capgemini Group’s accounts as from the date of effective control.
[3] See the AMF notice dated December 18, 2019, stating Capgemini’s commitments.
[4] Effective from the date of Capgemini’s press release dated January 14, 2020.