DEVOTEAM (EPA:DVT) Castillon SAS, Devoteam's controlling shareholder, has increased its stake to 85% after acquiring the shares held by Amiral Gestion and is launching a simplified public purchase offer at a price of 168.50 euros per share for the remaining capital

Transparency directive : regulatory news

14/10/2021 17:22

Press release

Castillon SAS, Devoteam's controlling shareholder, has increased its stake to
85% after acquiring the shares held by Amiral Gestion and is launching a
simpli?ed public purchase offer at a price of 168.50 euros per share for the
remaining capital

- 168.50 per share, representing a premium of 23.2% over the closing price on
  October 13, 2021 and of 28.0% over the volume-weighted average share price
  over the 30 trading days preceding the announcement of the Offer;
- 85% of Devoteam's capital held by Castillon following the acquisition of the
  shares held by Amiral Gestion, representing 4.4% of the capital (i.e. 86.3%
  including Devoteam's treasury shares);
- Mr. Godefroy and Mr. Stanislas de Bentzmann, controlling shareholders of
  Castillon, are strengthening their control over the Group they created, with
  the support of KKR as a ?nancial partner;
- The Supervisory Board of Devoteam has given a favorable and unanimously
  welcome to the proposed simpli?ed public offer. It has set up an ad hoc
  committee and appointed Eight Advisory as an independent expert.

Paris, October 14, 2021 - Through Castillon SAS ("Castillon" or the "Offeror"),
Messrs. Godefroy and Stanislas de Bentzmann are strengthening their control of
Devoteam by launching a simpli?ed public purchase offer (the "Offer") for the
Devoteam shares they do not yet own, which represent approximately 13.7% of the
capital.

The Offer is priced at 168.50 euros per share, representing a premium of 23.2%
over the closing price on October 13, 2021, and of 28.0% over the
volume-weighted average share price over the 30 trading days preceding the
announcement of the Offer.

The Offer follows the acquisition by Castillon, concluded on October 14, 2021,
of the stake held by Devoteam's funds and shareholders managed and represented
by Amiral Gestion, and concerning 4.4% of the capital. This acquisition was
priced at 168.50 euros per share.

The Offer allows Devoteam's shareholders to bene?t from a liquidity window
under the same attractive price conditions as those granted by Castillon in the
block trade, and against the backdrop of low trading volumes in the market.

The trading of Devoteam shares, suspended today, will resume on Friday, October
15, 2021, at market opening.

"We listed Devoteam in October 1999 and are particularly proud of the Group's
track record and the value created for all shareholders over the past 22 years.
Looking ahead, Devoteam's new development phase will require rapid
transformation and major investment that will be easier to carry out as a
non-listed company. This transaction reinforces Devoteam's strategic
independence and the control of its founders," added Mr. Godefroy and Mr.
Stanislas de Bentzmann, co-founders and members of Devoteam's Management
Board.

Offer welcomed by Devoteam's Supervisory Board
Devoteam's Supervisory Board, which met on October 14, 2021, noted upon a
preliminary examination of the main terms of the Offer that the Offer gives
minority shareholders an opportunity to sell their shares at a premium of 23.2%
compared to the closing price on October 13. On this basis, the Supervisory
Board of Devoteam has unanimously accepted the Offer, subject to the
conclusions of the independent expert and the ad hoc committee.

The supervisory board has set up an ad hoc committee comprised of a majority of
independent members and has, on the recommendation of the latter, appointed the
?rm Eight Advisory as an independent expert to prepare a report. This will
include an opinion of fairness as to the ?nancial terms of the Offer,
including the squeeze-out (in accordance with Article 261-1 I, 1°, 2°, and
4°, and II, of the AMF General Regulation).

The ad hoc committee will supervise the work of the independent expert and will
make recommendations to the supervisory board with a view to delivering its
reasoned opinion on the Offer.

Based on the report prepared by the independent expert and the opinion of the
ad hoc committee, the Supervisory Board will meet to decide on the terms of the
Offer, the interest of the Offer, and the consequences of the Offer for
Devoteam, its shareholders, and its employees.

Further information and expected timing of the simpli?ed public purchase offer
If the shares not tendered to the Offer by the minority shareholders do not
represent more than 10% of the capital and voting rights of Devoteam, Castillon
will request the AMF to implement a squeeze-out procedure in return for
compensation equal to the Offer price.

Crédit Agricole Corporate and Investment Bank is acting as an exclusive
?nancial advisor to Castillon and as presenting institution and guarantor of
the simpli?ed tender offer. Darrois Villey Maillot Brochier is acting as
legal counsel to Castillon.

The draft offer document is available on Devoteam's website and on the AMF
website. It is also available from the presenting institution.

In accordance with Article 231-38 IV of the French General Regulation, the
Offeror reserves the right, until the opening date of the Offer, to acquire up
to 341,636 Devoteam shares (i.e. 30% of the shares targeted by the Offer), on
the basis of an order at the Offer price.

The Offer will not be subject to any regulatory approvals or other conditions.

Subject to the AMF's opinion of compliance, the Offer is expected to open in
December 2021.

About Devoteam
Devoteam is a leading consulting ?rm focused on digital strategy, platform
technologies, cybersecurity, and business transformation to help organizations
unlock their future.
With 25 years of experience and more than 8,000 employees across Europe, the
Middle East, and Africa, Devoteam promotes responsible Tech for people.

Devoteam reported a turnover of 760 million euros in 2020. ISIN: FR 0000073793,
Reuters: DVTM.PA, Bloomberg: DEVO FP

Warning
This press release has been prepared for information purposes only. It does not
constitute an offer to the public. The distribution of this press release, the
offer, and its acceptance may be subject to speci?c regulations or
restrictions in certain countries. The offer is not directed to any person
subject to such restrictions, directly or indirectly, and may not be accepted
from any jurisdiction where the offer would be subject to such restrictions.
This press release is not intended for distribution in such countries.
Accordingly, persons into whose possession this press release falls are
required to read, learn and observe any local restrictions that may apply.
The Offeror and Devoteam disclaim any liability for any violation by any person
of these restrictions.

Contacts
Vivien Ravy
Investment relations Director.

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25/10/2021 18:05

DEVOTEAM (EPA:DVT) Castillon SAS, Devoteam's controlling shareholder, has increased its stake to 85% after acquiring the shares held by Amiral Gestion and is launching a simplified public purchase offer at a price of 168.50 euros per share for the remaining capital

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