Gfi Informatique: Friendly Completion of the first step of the acquisition by Mannai Corporation of a majority stake in Gfi Informatique
Acquisition by Mannai Corporation from Apax France, Altamir and Boussard & Gavaudan of a 25% stake in Gfi Informatique
Saint-Ouen (France), 08 April 2016 – Subsequently to announcement on April 6th 2016, Mannai Corporation, Apax France, Altamir and Boussard & Gavaudan announce that, on April 8th 2016:
- Mannai Corporation acquired from Apax France, Altamir and Boussard & Gavaudan, through an off-market transaction, 16,659,885 shares in Gfi Informatique at a price per share of € 8.50, representing c. 25% of the share capital and voting rights of Gfi Informatique on a fully diluted basis;
- Mannai Corporation, Apax France, Altamir and Boussard & Gavaudan have entered into, in particular, a shareholders’ agreement and a tender offer agreement pursuant to which they are acting in concert towards Gfi Informatique.
Therefore, Mannai Corporation has announced that it will file with the French Autorité des marchés financiers (the “AMF”) a simplified cash tender offer for Gfi Informatique’s shares at a price of €8.50 per share, attached with the right to be paid the 2015 dividend. Gfi Informatique’s unlisted redeemable share warrants (“BSAAR”) will also be targeted by the tender offer at a price of €4.66 per BSAAR. The terms of the tender offer will be subject to the clearance of the AMF and will be assessed by the firm Finexsi, independent expert, appointed by Gfi Informatique in compliance with applicable laws and regulations.
Gfi Informatique’s Board of Directors will be called upon to provide its reasoned opinion concerning the offer, bearing in mind that it had already favorably welcomed this amicable plan, which would allow to accelerate the Group’s development while ensuring the permanence of existing teams and management, and which is clearly in line with the 2015-2018 strategic plan’s industrial project.
Following the tender offer, it was noted that Mannai Corporation will purchase from Apax France, Altamir and Boussard & Gavaudan the number of additional shares required in order to reach a stake of 51% in Gfi Informatique (on a fully diluted basis).
This first acquisition represents a major step in Mannai Corporation transaction to acquire a majority stake (51% of shares and voting rights on a fully diluted basis) in Gfi Informatique. With this transaction, Mannai Corporation seeks to contribute Gfi Informatique’s strategy to accelerate international growth, alongside the existing management team and shareholders, Apax France, Altamir and Boussard & Gavaudan.
Mannai Corporation holding a majority stake would give Gfi Informatique a long-term shareholder who is an expert in the IT services industry and an effective partner capable of supporting the company’s growth. Its objective is to make Gfi Informatique a leader in IT services and software products within the EMEA (Europe, Middle East, Africa) zone.