CEGID announces a block disposal project followed by a tender offer with a consortium composed of Silver Lake Partners and Altaone

The board of directors of Cegid Group met today in order to review the terms and conditions of the envisaged disposal by Groupama, Groupama Gan Vie and I.C.M.I. of their whole stake in Cegid Group, corresponding to 37.6% of the share capital of the company, to a consortium (the « Consortium ») constituted by the U.S investment fund Silver Lake, global leader in technology investing, and AltaOne, an investment company located in London, at a price of €62.25 per share (dividend 2015 coupon attached) (the « Block Purchase »).

The closing of the Block Purchase will be followed by the filing of a Mandatory Tender Offer with the Autorité des Marchés Financiers, at a price of €62.25 per share (dividend 2015 coupon attached) (the « Mandatory Tender Offer »)[1] and at a price of €44.25 by reedemable share purchase warrant. An additional price equal to €1.25 per share and/or reedemable share purchase warrant will be paid if the shares tendered to the Mandatory Tender Offer, with the Block Purchase, represent 95% or more of the share capital and voting rights, allowing a squeeze-out.

The price of €63.50[2] represents a premium of 20% (or 17% for the €62.25 price) over the closing share price of Cegid Group on April 15, 2016, a premium of 44% (or of 41% for the €62.25 price) over the volume-weighted average share price during the last 12 months and of 110% (or 106% for the €62.25 price) over the stock price on January 2nd, 2015.

The offer values 100% ordinary shares issued, or to be issued, of Cegid Group at €580 millions (on a fully diluted basis), and implies a net price to earnings multiple of 25x (based on 2015 earnings per share of €2.57).
The Mandatory Tender Offer will close successfully when the Consortium attains more than 50% of Cegid Group's share capital or voting rights.

In addition to the stake of 37,6% purchased through the Block Purchase, some significant shareholders, representing in aggregate an additional stake of 5,9% of the share capital, have agreed to tender their shares to the Mandatory Tender Offer, representing together with the Block purchase 43,5% of the share capital.3


The Block Trade is, notably, subject to the clearance of the competition authorities.
Jean-Michel AULAS (CEO) and Patrick BERTRAND (General Manager) have accepted to remain closely associated to the project in order to conduct a new acceleration phase in the development of Cegid Group and, in parralel, at the Consortium's request, Jean-Michel Aulas will reinvest part of the sale proceeds in the share capital of the bidder.

Cegid is a leading player providing cloud services and enterprise software to all size companies and public entities alike offering a range of on-sites solutions and Software-as-a-Service (« SaaS ») to more than 130,000 clients in France and worldwide.  Having launched its transition towards Saas mode successfully, the purpose of the company is to accelerate this transition and to intensify the Saas growth. Cegid also has the opportunity to develop its activity, which is predominantly national, by accelerating its international development on its retail offering which benefits from a worldwide recognition, and on its « people management » offer edited by Technomedia, new subsidiary of the group. The Consortium is determined to support Cegid in its efforts to accelerate the implementation of the strategy in the next years, by allowing it to increase its investments in order to ensure to Cegid the place of European leader player in the management software publishing and cloud services.

The board of directors of Cegid Group indicated, unanimously, to be in favour of the Block Purchase and the Mandatory Tender Offer and appointed Ledouble SAS as independent expert. Furthermore, the Board is grateful to Groupama, a shareholder of the Group since 2007, for its ongoing support transformation of Cegid to a SaaS-based model, a strategy developed by Cegid for the last several years.

In accordance with the applicable laws or regulations, the board of directors will deliver its reasoned opinion (avis motivé) on the Mandatory Tender Offer upon delivery of the independent expert's report and of the opinion of the employee representative bodies for which a consultation procedure shall be initiated promptly.

The transaction shall be completed during the second half of 2016.

This English translation is for the convenience of English-speaking readers. However, only the French text has legal value. Consequently, the translation may not be relied upon to sustain any legal claim, nor should it be used as the basis of any legal opinion. Cegid Group expressly disclaims all liability for any inaccuracy herein.



[1]    The price to be paid for the shares in the context of the Block Purchase and the Mandatory Tender Offer will be reduced by €1.25 per share - corresponding to the dividend expected to be paid on May 13 (subject to shareholders approval) - to the extent the shares are sold after the ex-dividend date.

[2]   Including the additional price of €1.25 per share payable in case of squeeze out following the Mandatory Tender Offer

[3]   i.e. Eximium et Monsieur Patrick Bertrand who respectively hold 5,04% and 0,85% of the share capital

Financial communication
Cegid Group
52 quai Paul Sédallian 
69279 Lyon Cedex 09
Tél : 04 26 29 50 20
dirfin@cegid.fr / www.cegid.com

Stock market: Euronext Paris Compartiment B
ISIN Code : FR0000124703
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Cegid : Block disposal project folowed by a tender offer



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Source: CEGID GROUP via Globenewswire

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