DEVOTEAM (EPA:DVT) Godefroy and Stanislas de Bentzmann tender offer on Devoteam’s shares, with the support of KKR, will open on October 27, at a price of €98 per share

Transparency directive : regulatory news

26/10/2020 18:13

Press release

Godefroy and Stanislas de Bentzmann tender offer on Devoteam's shares, with the
    support of KKR, will open on October 27, at a price of EUR98 per share

Paris, October 26th, 2020 - As from October 27, 2020, Devoteam shareholders
(Euronext Paris: DVT) will be able to tender their shares to the tender offer
initiated by Devoteam's founders with the support of KKR, through the dedicated
company named 'Castillon'.

An offer led by the Founders to strengthen their control

Godefroy and Stanislas de Bentzmann, who own c. 21% of Devoteam's share
capital, will contribute almost all of those shares to Castillon through
mergers with Castillon and contributions in kind and a de minimis portion will
be tendered to the offer. Tabag, controlled by Yves de Talhouet, who owns c. 5%
of Devoteam's share capital, will also contribute almost all of those shares to
Castillon 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 Castillon.

The French financial market authority (Autorité des marches financiers - AMF)
issued its clearance to the public tender offer on October 13, 2020 and granted
its visa to Castillon offer document and Devoteam's response document on the
same day. The documents providing details on the other information relating to
the legal, financial, accounting and other characteristics of Castillon and
Devoteam have been filed with the AMF and were published on October 26, 2020 in
accordance with Article 231-28 of the AMF General Regulation.

Offer recommended by Devoteam's Supervisory Board

Following review of the independent expert report prepared by Finexsi,
appointed in accordance with applicable regulations, Devoteam's Supervisory
Board issued its reasoned opinion (avis motivé) on the offer and recommended
that Devoteam's shareholders tender their shares to the tender offer.

A price of EUR98 per share representing a premium of 29.5%

The offer price of EUR98 per share represents a premium of 29.5% over the
volume weighted average share price of the last thirty trading days before the
announcement of the offer (on July 9, 2020). The independent expert declared
that the price offered, EUR98 per share, shows a premium compared to all the
valuation criteria used as the main criteria and therefore stated "we believe
that the offer  price of EUR98 per share is fair from a financial point of view
to Devoteam's shareholders".

Timetable

The closing date of the offer has been set by the AMF on November 30, 2020.

Availability of documents relating to the offer

Castillon's offer document and Devoteam's response document, as approved by the
AMF on October 13, 2020 under visa no. 20-504 and visa no. 20-505 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 Devoteam website
(https://www.devoteam.com/investors/tender-offer/). These documents can be
obtained free of charge from Devoteam (73 rue Anatole France, 92300
Levallois-Perret, France).

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 Devoteam.

Investors and shareholders are strongly advised to read the documentation
relating to the tender offer, which contains the terms and conditions of the
tender offer, as well as, as the case may be, any amendments and supplements to
those documents as they will contain important information about Castillon,
Devoteam and the tender offer.

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 is not 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, broadcast
or distributed must inform themselves about and comply with such restrictions.
Castillon and Devoteam disclaim any responsibility for any violation of such
restrictions.

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 25
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.

Executive Board

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

Financial communication

Vivien Ravy,
Group controlling & investor relations
Director
vivien.ravy@devoteam.com

Press contact

Hopscotch
devoteam@hopscotch.eu
+33 9 70 46 47 60

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25/10/2021 18:05

DEVOTEAM (EPA:DVT) Godefroy and Stanislas de Bentzmann tender offer on Devoteam’s shares, with the support of KKR, will open on October 27, at a price of €98 per share

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