Entry into exclusive negotiations between Artefact's main
shareholders and Ardian Expansion to acquire a controlling block
followed by the launching of a mandatory simplified cash tender
offer
Entry into exclusive negotiations between
Artefact's main shareholders and
Ardian Expansion to
acquire a controlling block followed by the
launching of a mandatory simplified cash tender
offer
A key milestone in Artefact’s
ambition to become a Global Leader in Data &
Digital Transformation
Paris, July 26, 2021 - Artefact
(FR0000079683 - ALATF – eligible for PEA-PME equity savings
plans), an expert in data transformation and data &
digital marketing for major brands, announces that its main
shareholders, including Mr. François de la Villardière, Chairman of
the Board of Directors, the co-founders and co-CEOs of Artefact,
Mr. Vincent Luciani and Mr. Guillaume de Roquemaurel, as well as
certain reference shareholders, including Fonds Nobel, Financière
Arbevel, Truffle Capital and Otus, several managers and minority
shareholders of Artefact, entered into exclusive negotiations on
July 25, 2021 regarding a potential acquisition by Ardian Expansion
of 17,811,366 ordinary shares (the "Controlling
Block"), representing 52.09% of the share capital and
52.09% of voting rights of Artefact, for a price of 7.8 euros per
ordinary share.
As part of the acquisition of the Controlling
Block, certain selling shareholders would also transfer to Ardian
Expansion 20,000 shares purchase options (bons de souscription
d’actions) representing all of the shares purchase options issued
by Artefact, for a price of 1,190 euros per shares purchase
option.
The price of 7.8 euros per ordinary share values
100% of the share capital and voting rights of Artefact at 328.9
million euros (on a fully diluted basis) and reflects a premium of
42.34% compared to the last closing price before the announcement
of the entry into exclusive negotiations (July 23, 2021), of 60.56%
compared to volume-weighted average closing price over the last
three months and of 85.95% compared to the volume-weighted average
closing price over the last six months.
The conclusion of definitive agreements in
respect of the transfer of the Controlling Block and the shares
purchase options will take place following the completion of the
information and consultation procedure of Artefact’s works council
(comité social et économique).
The completion of the transfer of the
Controlling Block and the shares purchase options are subject to
the approval of the German and Austrian competition
authorities.
The Board of Directors of Artefact, in a meeting
on July 25, 2021, unanimously approved the potential
transaction.
Following the completion of the acquisition of
the Controlling Block and the shares purchase options, Ardian
Expansion will be required to file a mandatory simplified cash
tender offer for the remaining share capital of Artefact at the
same price of 7,8 euros per ordinary share (the
"Offer").
In the event that the threshold for a
squeeze-out is reached following the Offer, Ardian Expansion
intends to request the implementation of a squeeze-out of the
remaining not tendered Artefact securities pursuant to applicable
French laws and regulations.
The Board of Directors of Artefact decided on
July 25, 2021, upon recommendation of an ad hoc committee set up
for this purpose, to appoint in accordance with the provisions of
Article 261-1 I, 1°, 2°, 4° and II of the AMF's General Regulation,
Accuracy, represented by Mr. Henri Philippe, as independent expert
mandated to produce a report on the financial conditions of the
Offer and any squeeze-out and to present its conclusions in the
form of a fairness opinion.
The Board of Directors of Artefact will issue
its reasoned opinion on the interest of the Offer and its
consequences for Artefact, its shareholders and its employees, in
particular in the light of the conclusions of the independent
expert's report.
The independent expert’s report and the Board of
Directors of Artefact’s opinion will be included in the draft Offer
response document prepared by Artefact and filed with the AMF for
its approval pursuant to its General Regulation. The transfer of
the Controlling Block and of the shares purchase options and the
subsequent filing of the Offer could take place during the second
half of 2021. Artefact will keep the market informed of any
significant developments regarding the potential transaction.
Following the completion of the potential
transaction, Artefact would continue to be managed by the
co-founders of Artefact, Mr Vincent Luciani and Mr Guillaume de
Roquemaurel, who made the following statement in respect of the
potential transaction: “We’re proud of the incredible path we’ve
travelled together, from the founding of Artefact in 2014 as a
French start-up to our rapid international expansion after 2017. We
owe our success to all Artefactors, and to those who have invested
in us from the very beginning. Today is a great day for Artefact!
We are extremely honoured to launch this third phase with Ardian
Expansion, and we believe they are the perfect partner for our
future growth. We are delighted that the Ardian Expansion team has
placed their trust in us to build the next global champion in data
& digital.”
Leveraging its significant experience in growth
acceleration through its global footprint, Ardian Expansion would
support Artefact to enter its next phase of business development,
notably through international expansion, including strengthening
its presence in Europe, in Asia Pacific and the US, through the
hiring of senior talented people and top-notch data experts, as
well as strategic acquisitions.
About Artefact
Artefact is a new generation of end-to-end data
services company, specialising in data consulting and data &
digital marketing, dedicated to transforming data into business
impact and tangible results across the entire value chain of
organisations.
At the crossroads of consulting, marketing and
data science, Artefact’s unique approach allows our clients to
reach their business goals in a dedicated and efficient way. Our
800+ employees are focused on accelerating data and digital
transformation thanks to a unique mix of company assets:
cutting-edge Artificial Intelligence technologies, agile
methodologies for fast delivery and efficient scalability, and
teams of market-leading experts in data science and data &
digital marketing, always working together and focusing on business
innovation.
Covering Europe, Asia, North America, LATAM,
Middle East and Africa, thanks to our 16 local offices, we partner
with Global Tiers 1 brands such as Orange, Samsung, L’Oreal, or
Sanofi all over the world.
About
Ardian
Ardian is a world-leading private investment
house with assets of US$112bn managed or advised in Europe, the
Americas and Asia. The company is majority-owned by its employees.
It keeps entrepreneurship at its heart and focuses on delivering
excellent investment performance to its global investor base.
Through its commitment to shared outcomes for
all stakeholders, Ardian’s activities fuel individual, corporate
and economic growth around the world.
Holding close its core values of excellence,
loyalty and entrepreneurship, Ardian maintains a truly global
network, with more than 700 employees working from fifteen offices
across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid,
Milan, Paris and Zurich), the Americas (New York, San Francisco and
Santiago) and Asia (Beijing, Singapore, Tokyo and Seoul). It
manages funds on behalf of more than 1,100 clients through five
pillars of investment expertise: Fund of Funds, Direct Funds,
Infrastructure, Real Estate and Private Debt.
Contacts
|
ArtefactSophie HussVP of MarketingTel.: +33 1 40
40 27 00sophie.huss@artefact.com |
NewCapLouis-Victor Delouvrier / Quentin
MasséInvestor RelationsTel.: +33 1 44 71 98
53artefact@newcap.eu |
- Artefact_acquisition of a controlling block_ENG