ALTAMIR : Mannai Corporation plans to acquire 51% of the Gfi Informatique's share capital and voting rights with a view to accelerating the Gfi Informatique's growth in France and abroad
Paris, November 23, 2015 - Mannai Corporation, together with Apax France (jointly with Altamir) and Boussard & Gavaudan, today announced they have entered into exclusive negotiations for Mannai Corporation to purchase a 51% equity and voting rights stake (on a fully diluted basis) in the Gfi Informatique at a price of €8.50 per share.
The price represents a premium of 34.0% over the volume-weighted average share price during the previous 20 trading days as of November 23rd, 2015 and 31.6% premium over the last closing price before the announcement. The price values Gfi Informatique at some €561 million.
ACCELERATE GFI INFORMATIQUE 'S GROWTH AND INTERNATIONAL EXPANSION STRATEGY TO MAKE IT A LEADING IT SERVICES AND SOFTWARE GROUP IN THE EUROPE – MIDDLE EAST- AFRICA REGION
Since 2009, Gfi Informatique has successfully followed a strategy designed to make its services and software offering stand out and move up the supply chain. Backed by 2014 revenues of €804 million, including 15% earned abroad, Gfi Informatique has launched a new phase in its growth driven by the digital revolution. The firm plans to increase the value added of its combined services/software offering based on innovation and expanding its presence abroad beyond the eight European countries where the firm already operates.
With the planned acquisition, Mannai Corporation seeks to contribute Gfi Informatique's strategy to accelerate growth alongside the existing management team and shareholders, Apax France (with Altamir) and Boussard & Gavaudan. Mannai Corporation holding a majority stake would give the Firm a long-term shareholder who is an expert in the IT services industry and an effective partner capable of supporting the Firm's growth, especially in the Middle East.
Alekh Grewal, Mannai Corporation Group CEO, said: “This acquisition is in line with Mannai Corporation's stated objective of growing its business through diversifying its earnings internationally. Mannai Corporation's IT operations in Qatar and India provide a complementary platform for Gfi Informatique's expansion into these markets. Being a long-term shareholder, Mannai Corporation aims to accelerate Gfi Informatique's growth and international expansion strategy.”
“Mannai Corporation becoming our majority shareholder perfectly matches our group's business projects and reinforces our growth plan. In addition, it demonstrates the relevance of the strategy implemented since 2009, maintains the teams and the management of Gfi Informatique and opens up promising development prospects " added Vincent Rouaix, CEO of Gfi Informatique.
“We are very pleased to welcome a new international investor alongside Apax and Boussard & Gavaudan as a shareholder in Gfi Informatique, to further develop the group and give it access to new markets. Gfi Informatique has been growing rapidly since 2010, both organically and through acquisitions, as the management team, with the support of shareholders, has successfully transformed the company. We think everyone at Gfi Informatique has performed admirably, and we are reiterating our support for management, which can now rely on a stronger shareholder base as it pursues its growth and development,” jointly declared Gilles Rigal, Partner at Apax Partners, and Emmanuel Boussard, Founder and Chief Investment Officer at Boussard & Gavaudan.
DETAILS OF THE PLANNED TRANSACTION ARE AS FOLLOWS:
It is recalled that funds managed by Apax France (including Altamir) and Boussard & Gavaudan, acting in concert, currently hold 80% of the equity and voting rights of Gfi Informatique.
- On November 22, 2015 Mannai Corporation granted Apax France and Boussard & Gavaudan a put option for 25% of the share capital and voting rights (on a fully diluted basis) of Gfi Informatique at a €8.50 price per share, subject to approval from the French foreign investment and anti-trust authorities.
- Should this acquisition be completed, Mannai Corporation, Apax France and Boussard & Gavaudan would form a new concert under a shareholders' agreement. Mannai Corporation would then file a simplified cash tender offer on Gfi Informatique's shares, also at €8.50 per share. Gfi Informatique's unlisted redeemable share warrants (“BSAAR”) would also be included in the offer at a €4.66 price per BSAAR. The conditions of the tender offer would be subject to an independent expert pursuant to applicable regulations.
- Following the cash tender offer, Mannai Corporation would purchase from Apax France and Boussard & Gavaudan the number of shares required in order to reach a 51% equity and voting rights stake in Gfi Informatique (on a fully diluted basis) at a price per share of €8.50.
- The shareholders' agreement to be entered into by Mannai Corporation, Apax Partners and Boussard & Gavaudan would provide in particular:
- A call option granted by Apax Partners and Boussard & Gavaudan to Mannai Corporation on all their shares and which would be exercisable from the closing date of the transaction until 2018. The exercise price of such call option would be €8.50 per share during the first year and then, would be calculated in accordance with a formula based on a multiple of the net accounting profit of Gfi Informatique consistent with the multiple of the tender offer with a minimum of €8.50 and a maximum of €9.35 per share;
- A put option granted by Mannai Corporation to Apax Partners and Boussard & Gavaudan in relation to a maximum of 20% of the share capital of Gfi Informatique which would be excisable in 2018 after the exercise period of the above-mentioned call option, subject to Gfi Informatique achieving a net accounting profit of EUR 42,000,000 for the 2017 financial year. The exercise price of such put option would be 8.50€ per share;
- An undertaking from Mannai Corporation not to sell shares of Gfi Informatique until the third anniversary of the expiry of the exercise period of the above-mentioned put option, subject to certain exceptions;
- A right of first offer for Mannai in case of sale of shares of Gfi Informatique by Apax Partners and Boussard & Gavaudan representing more than 5% of the share capital of Gfi Informatique over successive periods of six months;
- The conditions for an exit by Apax Partners and Boussard & Gavaudan from the first day following the exercise period of the above-mentioned put option.
- The parties plan for Gfi Informatique to remain listed on the regulated market of Euronext Paris (Compartment B).
Gfi Informatique's staff representative bodies will be consulted with regard to the planned transaction.
Following the tender offer, there would be no change to Gfi Informatique's current management team. Gfi Informatique's board would consist of 11 directors including two directors from Mannai Corporation, two directors from Apax France and five independent directors.
Mannai Corporation is advised by Crédit Agricole Corporate and Investment Bank acting as exclusive financial advisor and Clifford Chance acting as legal advisor.
The legal advisors of Apax Partners and Boussard & Gavaudan are Dethomas-Peltier -Juvigny, White & Case and Dentons.
The advisors of Gfi are Edmond de Rothschild Corporate Finance acting as financial advisor and Cohen Amir-Aslani acting as legal advisor.
About Gfi Informatique
Gfi Informatique is a major player in value-added IT services and software in Europe, and occupies a strategic position in its differentiated approach to multinationals and niche entities. With its multi-specialist profile, the Firm serves clients with a unique combination of local presence, sector organization and world-class quality solutions. Backed by close to 11,000 employees, the Firm posted 2014 revenues of €804 million. Gfi Informatique is listed on Paris Euronext, NYSE Euronext (Compartment B) - ISIN Code: FR0004038099.
About Mannai Corporation
Mannai Corporation is a diversified publicly listed conglomerate spanning the key industry and services sectors. Created over 60 years ago and based in Doha, Qatar, the group has grown over the years through a business portfolio and geographical diversification strategy. Today, the core activities of the group include information and communication technology, automotive distribution, jewelry retailing, heavy equipment distribution and services and engineering services to the oil and gas sector. Mannai Corporation employs over 6,100 employees within its group of companies. In addition to Qatar, the conglomerate has a presence today in UAE, India & Turkey. As of December 31st 2014, Mannai Corporation recorded 1.53 billion euros in revenue (QR 5.9 billion) and a 136 million euros net profit (QR 526 million). Mannai Corporation is listed on the Qatar Exchange since 2007 (QE: MCCS).
About Apax Partners
Apax Partners is a leading private equity firm in French-speaking European countries. With more than 40 years of experience, Apax Partners provides long-term equity financing to build and strengthen world-class companies. Funds managed and advised by Apax Partners exceed €2.4 billion. These funds invest in fast-growing middle-market companies across four sectors of specialization: TMT (Altran, Gfi Informatique, Infopro Digital, Vocalcom); Retail & Consumer (ALAIN AFFLELOU, Europe Snacks, Groupe Royer, THOM Europe (Histoire d'Or, Marc Orian, TrésOr); Healthcare (Amplitude Surgical, Capio, Unilabs; Business & Financial Services (Groupe INSEEC, SK FireSafety, TEXA).
For more information, please visit www.apax.fr or our social networks.
Altamir (Euronext Paris-B, ticker: LTA) is a listed private equity company with more than €600m in assets under management. The company invests via and with the funds managed or advised by Apax Partners France and Apax Partners LLP, two leading private equity firms in their respective markets. It provides access to a diversified portfolio of fast-growing companies across Apax's sectors of specialisation: TMT, Retail & Consumer, Healthcare, Business & Financial Services; mid-sized companies in French-speaking European countries and larger companies across Europe, North America and key emerging markets.
For more information: www.altamir.fr
About Boussard & Gavaudan
Created in 2002, by Emmanuel Boussard and Emmanuel Gavaudan, Boussard & Gavaudan is an independent asset manager, wholly owned by his founders and partners. The funds managed and advised by Boussard & Gavaudan are around €2.4 billion. The Group has 60 recognized professionals, from which 10 traders and 8 analysts. Boussard & Gavaudan distinguishes itself by its entrepreneurial, proactive and independent spirit, insuring an objective investment process.
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