Reopening of the offer from 17 to 30 January
2025
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.
www.bridgepoint.eu
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250115657412/en/
Esker Media contacts:
Esker - Emmanuel Olivier emmanuel.olivier@esker.com
+33472834646
News - Hélène de Watteville hdewatteville@actus.fr
+331536736 33
Bridgepoint Media contacts:
Charlotte Le Barbier clebarbier@image7.fr +33678372760
General Atlantic Media
contacts: Emily Japlon and Sara Widmann
media@generalatlantic.com
Grafico Azioni Esker (EU:ALESK)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Esker (EU:ALESK)
Storico
Da Feb 2024 a Feb 2025
