DEVOTEAM (EPA:DVT) Devoteam’s founders, co-CEOs, and reference shareholders, Godefroy and Stanislas de Bentzmann, to jointly launch a tender offer on Devoteam’s shares to strengthen their control

Transparency directive : regulatory news

09/07/2020 16:11

press release

    Devoteam's founders, co-CEOs, and reference shareholders, Godefroy and
    Stanislas de Bentzmann, to jointly launch a tender offer on Devoteam's
                      shares to strengthen their control:

- Offer price of EUR98 per share, representing a premium of 29.5% over the
volume weighted average share price of the last thirty trading days;

- 26% of Devoteam share capital already owned by Godefroy de Bentzmann,
Stanislas de Bentzmann and Tabag;

- Devoteam's Supervisory Board favorably welcomed the planned tender offer,
appointed an ad hoc committee, and appointed Finexsi as independent expert.

In a low visibility environment, Devoteam announces its guidance for 2020:
EUR759m revenues and c. 9% EBIT margin.

Paris, July 9th, 2020 - Godefroy and Stanislas de Bentzmann have decided to
launch a tender offer on Devoteam's shares, through a dedicated company
("NewCo"), with the support of KKR as a financial partner, to accelerate
Devoteam's complex transformation and assert the "Tech for people" strategic
vision, in a challenging and highly competitive digital environment.

The tender offer will be carried out at a price of EUR98 per Devoteam share,
representing a 29.5% premium over the volume weighted average share price of
the last thirty trading days and a 24.8% premium over the last closing price
before announcement of the offer.

Godefroy and Stanislas de Bentzmann, who own c. 21% of Devoteam's share
capital, will contribute almost all of those shares in kind to NewCo on the
date of completion of the tender offer and a de minimis portion will be
tendered pursuant to the offer.

Tabag, controlled by Yves de Talhouet, who owns c. 5% of Devoteam's share
capital, will also contribute almost of those shares to NewCo through
contributions in kind and a de minimis portion will be tendered pursuant to the
offer.

The success of the tender offer would provide Godefroy and Stanislas de
Bentzmann exclusive control over NewCo, regardless of the number of shares
tendered pursuant to the offer.

"Our business requires new means and heavy investments to create engaging
experiences, stay relevant and value added. While innovation is crucial it
doesn't necessarily put our business ahead, but just on par. The move we are
making will connect our company (Devoteam) to the challenges of tomorrow." said
Stanislas de Bentzmann, Devoteam's co-founder and co-CEO.

"We believe that our "Tech for People" strategy and investments will create the
conditions of a unique European player to resonate with today's market
expectations." added Godefroy de Bentzmann, Devoteam's co-founder and co-CEO.

"We have a strong track record supporting entrepreneurs and we are excited to
back Godefroy and Stanislas in their strategic vision for the company. We will
bring our financial resources and deep tech expertise to support the founders'
ambition to build a unique European player in the digital services market" said
Jean-Pierre Saad, Partner and Head of KKR Tech in Europe and Jérôme Nommé,
Partner and Head of KKR in France.

Offer favorably welcomed by Devoteam's Supervisory Board

The supervisory board of Devoteam, who met on July 3rd and July 9th 2020,
favorably welcomed the principle of the offer.

The Supervisory Board appointed Finexsi as independent expert to issue a report
on the financial terms of the tender offer, pursuant to the provisions of
Articles 261-1, I 2° of the AMF General Regulation, and created an ad hoc
committee consisting of Michel Bon (Chairman of the Supervisory Board) and 3
independent members to supervise the expert's work and make recommendations to
the Supervisory Board with respect to the contemplated tender offer. Finexsi
has been appointed on the recommendation of the ad hoc committee.

Based on the report prepared by the independent expert and the opinion of the
Employees' Group Committee, the supervisory board will issue a reasoned opinion
on the merits of the tender offer and its consequences for Devoteam, its
shareholders and its employees. Such reasoned opinion will be provided in the
reply document prepared by Devoteam.

Key conditions and timetable of the tender offer

The filing of the tender offer is subject to the issuance by the supervisory
board of Devoteam of its reasoned opinion. It is contemplated that the tender
offer will be filed with the AMF by the end of the third quarter 2020, and is
expected to be completed in the course of the fourth quarter.

The completion of the tender offer will be subject, in addition to the
mandatory minimum acceptance condition set out in section 231-9, I 1° of the
AMF General Regulation, to a minimum acceptance condition that NewCo obtains a
number of Devoteam shares representing at least 50.01% of the share capital and
50.01% "theoretical" voting rights as at the date of the publication of the
"avis de résultat" of the tender offer (including the Devoteam shares held by
Devoteam's founders, their families and Tabag).

Completion of the transaction remains also subject to obtaining the competition
authority approvals of the competent competition authorities, in particular in
Austria and Germany, as well as obtaining foreign investment control clearance
from the French Ministère de l'Economie and, as the case may be, any other
required regulatory approvals.

2020 Guidance

In a context of low visibility, assuming no further deterioration in the
economic environment and a progressive recovery in the course of H2, Devoteam
expects a limited slowdown at c. -3% in the ongoing semester and announces its
guidance for 2020 at EUR759m revenues and c. 9% EBIT margin.

H1 results will be communicated at the latest on September 8th 2020.

About Devoteam
Devoteam delivers technology consulting for businesses. As a pure player for
Digital Transformation of leading organizations across EMEA, its 7,600
professionals are dedicated to ensuring clients win their digital battles. With
a unique transformation DNA, Devoteam connects business and technology. Present
in 18 countries in Europe and the Middle East, and drawing on more than 20
years of experience, Devoteam shapes Technology for People and creates value
for its clients, its partners and its employees. Devoteam achieved revenues of
EUR761.9 millions in 2019.

About KKR
KKR is a leading global investment firm that manages multiple alternative asset
classes, including private equity, credit and real assets, with strategic
partners that manage hedge funds. KKR aims to generate attractive investment
returns for its fund investors by following a patient and disciplined
investment approach, employing world-class people, and driving growth and value
creation with KKR portfolio companies. KKR invests its own capital alongside
the capital it manages for fund investors and provides financing solutions and
investment opportunities through its capital markets business. References to
KKR's investments may include the activities of its sponsored funds. For
additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR's
website at www.kkr.com and on Twitter @KKR_Co.

Crédit Agricole Corporate and Investment Bank is exclusive financial advisor
to NewCo and will act as presenting bank for the tender offer. Darrois Villey
Maillot Brochier and Jeausserand Audouard act as legal advisors to Godefroy and
Stanislas de Bentzmann and NewCo.

Executive Board
Stanislas de Bentzmann
Co-CEO
stanislas.de.bentzmann@devoteam.com

Financial Communication
Vivien Ravy
Controlling & Investor Relations Director
vivien.ravy@devoteam.com

Press contact
Le Public Système
Jade Crozet
jcrozet@lepublicsysteme.fr
+360 76 87 57

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25/10/2021 18:05

DEVOTEAM (EPA:DVT) Devoteam’s founders, co-CEOs, and reference shareholders, Godefroy and Stanislas de Bentzmann, to jointly launch a tender offer on Devoteam’s shares to strengthen their control

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