Capgemini America, Inc. entered into an agreement to acquire substantially all assets in North America and India from Ciber, Inc. (NYSE:CBR) for $50 million on April 9, 2017. As on May 2, 2017, Capgemini America, Inc. entered into an amendment agreement to acquire substantially all assets in North America and India from Ciber, Inc. (NYSE:CBR). Capgemini America will deposit $5 million into escrow with the escrow agent which will be refunded if the transaction is terminated. Capgemini America is the stalking horse acquirer. The transaction excludes certain liabilities of Ciber as well as its international operations. Ciber filed a motion seeking bankruptcy court approval of debtor-in-possession financing on the terms set forth in a form of Debtor-in-Possession Credit Agreement, with respect to Ciber and Wells Fargo Bank NA, as lender and administrative agent for the lenders that will be party to the DIP Credit Agreement. North American operations of Ciber had revenues of $275 million. The agreement can be terminated by the mutual written consent of either parties, by a written notice in case the closing shall not have consummated prior to or on the 45th day after the agreement date and Ciber has entered into an alternate transaction. If the agreement is terminated, Ciber shall pay a break-up fee of $1.5 million. The bidding procedures order shall provide for an initial overbid protection in an amount equal to $3 million and minimum bid increments thereafter of $5000. As on May 2, 2017, the bidding procedures order shall provide for an initial overbid protection in an amount equal to $1 million. As on May 2, 2017, the transaction was approved by Bankruptcy Court. The transaction is subject to Capgemini being selected as the successful bidder in any auction being conducted by Ciber, bankruptcy court approval, competition law approval, all waiting periods applicable under any law shall have been expired. The transaction has been approved by Ciber’s Board of Directors. The transaction is expected to should close by the end of the second quarter of 2017. The transaction is expected to be accretive to Capgemini earnings per share as of the first half of 2018. Brett H. Miller, Dennis L. Jenkins and Erik G. Knudsen of Morrison & Foerster LLP acted as legal advisor of Ciber, Inc. (OTCPK:CBRI.Q). Howard L. Ellin, Mark A. McDermott and Michael C. Chitwood of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor of Capgemini America, Inc. Lazard Ltd (NYSE:LAZ) acted as financial advisor for Capgemini. Clifton Moschnik of Wells Fargo Bank, N.A. acted as Administrative Agent in the DIP Credit Agreement. Jeremy M. Downs of Goldberg Kohn Ltd. acted as legal advisor to Wells Fargo Bank, N.A. Capgemini America, Inc cancelled the agreement to acquire substantially all assets in North America and India from Ciber, Inc. (NYSE:CBR) on May 17, 2017. HTC Global Ventures, LLC entered into a material definitive agreement to acquire substantially all assets in North America and India from Ciber, Inc. (OTCPK:CBRI.Q) pursuant to winning the auction.