- Accenture completes the acquisition of
47.4% of OCTO Technology’s share capital on a fully diluted basis
(including the purchase of 1,941,381 equity warrants, representing
64.1% of existing equity warrants)
- Accenture will file a voluntary tender
offer with the Autorité des marchés financiers ("AMF") for the
acquisition of the remaining shares and equity warrants
- The supervisory board of OCTO
Technology unanimously recommends the tender offer
- Two representatives of Accenture have
joined the supervisory board
Following the announcement on September 15, 2016, Accenture
(NYSE:ACN) has completed the acquisition of a 47.4% shareholding in
OCTO Technology (OCTO: ISIN FR0004157428) – a technology
consultancy specializing in digital transformation and software
development – on a fully diluted basis.
The completion of the acquisition follows the clearance from the
competent regulatory authorities and the consultation of OCTO’s
works council.
“With the support of OCTO’s leadership, we look forward to
working together following completion of the tender offer to
deliver the greatest possible results for clients in France and
further afield, driving digital transformations through our shared
pragmatic, innovative approach to technology,” said Pascal Delorme,
Accenture Digital lead, France and Benelux.
The supervisory board of OCTO met on November 24, 2016. OCTO
appointed the firm Ledouble as an independent expert to deliver a
report regarding the financial terms of the voluntary tender offer
(the “Offer”), which it concluded was fair. As a result, the OCTO
supervisory board unanimously concluded that the Offer was in the
best interest of OCTO, its shareholders and its employees and
decided therefore to recommend to OCTO’s shareholders and equity
warrant holders to tender their securities to the Offer.
“OCTO clients will benefit from the deep industry experience and
global scale of Accenture Digital, whose French operations will be
invigorated by this acquisition,” said François Hisquin, CEO and
founder of OCTO.
In connection with the completion of the acquisition, two
representatives of Accenture have joined the supervisory board of
OCTO: Christian Nibourel, country managing director for Accenture
in France and Benelux and Jean-Pierre Bokobza, senior managing
director, Accenture Digital. Mr. Nibourel has also been elected
Chairman of the board.
Accenture has completed the acquisition through the indirect
purchase of 1,962,323 shares and 1,941,381 equity warrants from the
founder and CEO, and the managers, of OCTO, and the purchase of
238,519 shares from Financière Arbevel, at a price of €22.50 per
share and €1.7222 per equity warrant, in private transactions.
Accenture Digital France Holdings, a wholly-owned subsidiary of
Accenture, will file the proposed Offer with the AMF in the coming
days under the same terms. Sycomore Asset Management has also
irrevocably committed to tender an aggregate 233,445 shares to the
Offer, which is expected to bring Accenture’s ownership of OCTO to
52.0% on a fully diluted basis.
The contemplated Offer values 100% of the issued ordinary shares
of OCTO at approximately €115 million. The price of €22.50 per
share represents a 43.8% premium over the unaffected closing share
price of OCTO on September 14, 2016, the day before the intention
of Accenture to acquire OCTO was announced, and a 36.9% premium
over the volume-weighted average share price during the last 3
months before this date. The Offer to purchase all remaining shares
and equity warrants of OCTO will be subject to the AMF review and
approval.
Accenture will reserve the right to undertake a squeeze out
(retrait obligatoire) on OCTO’s shares and equity warrants not
tendered if the applicable conditions are satisfied following the
completion of the Offer.
Rothschild & Cie and Société Générale are acting as
financial advisors to OCTO and Accenture, respectively.
About OCTO Technology
OCTO Technology is a technology consultancy specializing in
digital transformation and software development operating in
five countries: France (headquarter), Morocco, Switzerland,
Brazil and Australia. OCTO has nearly 360 employees with
specialized digital technology skills, including big data and
analytics, user experience design, and mobile services
delivery. Awarded the Great Place to Work® award (companies
under 500 employees) for each of its
four participations, OCTO also runs the successful
‘Unexpected Sources of Inspiration’ (USI) event each year in Paris
where leaders, industry innovators and technology
entrepreneurs exchange ideas, draw inspiration and discuss the
digital transformations in our societies.
About Accenture
Accenture is a leading global professional services company,
providing a broad range of services and solutions in strategy,
consulting, digital, technology and operations. Combining unmatched
experience and specialized skills across more than 40 industries
and all business functions – underpinned by the world’s largest
delivery network – Accenture works at the intersection of business
and technology to help clients improve their performance and create
sustainable value for their stakeholders. With approximately
384,000 people serving clients in more than 120 countries,
Accenture drives innovation to improve the way the world works and
lives. Visit us at www.accenture.com.
Accenture Digital, comprised of Accenture
Analytics, Accenture Interactive and Accenture Mobility,
offers a comprehensive portfolio of business and technology
services across digital marketing, mobility and analytics. From
developing digital strategies to implementing digital technologies
and running digital processes on their behalf, Accenture Digital
helps clients leverage connected and mobile devices; extract
insights from data using analytics; and enrich end-customer
experiences and interactions, delivering tangible results from the
virtual world and driving growth. To learn more about Accenture
Digital, follow us @AccentureDigi and
visit www.accenture.com/digital.
Forward-Looking Statements
Except for the historical information and discussions contained
herein, statements in this news release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “may,”
“will,” “should,” “likely,” “anticipates,” “expects,” “intends,”
“plans,” “projects,” “believes,” “estimates,” “positioned,”
“outlook” and similar expressions are used to identify these
forward-looking statements. These statements involve a number of
risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied. These
include, without limitation, risks that: the transaction might not
achieve the anticipated benefits for Accenture; Accenture’s results
of operations could be adversely affected by volatile, negative or
uncertain economic conditions and the effects of these conditions
on the company’s clients’ businesses and levels of business
activity; Accenture’s business depends on generating and
maintaining ongoing, profitable client demand for the company’s
services and solutions including through the adaptation and
expansion of its services and solutions in response to ongoing
changes in technology and offerings, and a significant reduction in
such demand or an inability to respond to the changing
technological environment could materially affect the company’s
results of operations; if Accenture is unable to keep its supply of
skills and resources in balance with client demand around the world
and attract and retain professionals with strong leadership skills,
the company’s business, the utilization rate of the company’s
professionals and the company’s results of operations may be
materially adversely affected; the markets in which Accenture
competes are highly competitive, and Accenture might not be able to
compete effectively; Accenture could have liability or Accenture’s
reputation could be damaged if the company fails to protect client
and/or company data from security breaches or cyberattacks;
Accenture’s profitability could materially suffer if the company is
unable to obtain favorable pricing for its services and solutions,
if the company is unable to remain competitive, if its
cost-management strategies are unsuccessful or if it experiences
delivery inefficiencies; changes in Accenture’s level of taxes, as
well as audits, investigations and tax proceedings, or changes in
tax laws or in their interpretation or enforcement, could have a
material adverse effect on the company’s effective tax rate,
results of operations, cash flows and financial condition;
Accenture’s results of operations could be materially adversely
affected by fluctuations in foreign currency exchange rates;
Accenture’s business could be materially adversely affected if the
company incurs legal liability; Accenture’s work with government
clients exposes the company to additional risks inherent in the
government contracting environment; Accenture might not be
successful at identifying, acquiring, investing in or integrating
businesses, entering into joint ventures or divesting businesses;
Accenture’s Global Delivery Network is increasingly concentrated in
India and the Philippines, which may expose it to operational
risks; as a result of Accenture’s geographically diverse operations
and its growth strategy to continue geographic expansion, the
company is more susceptible to certain risks; adverse changes to
Accenture’s relationships with key alliance partners or in the
business of its key alliance partners could adversely affect the
company’s results of operations; Accenture’s services or solutions
could infringe upon the intellectual property rights of others or
the company might lose its ability to utilize the intellectual
property of others; if Accenture is unable to protect its
intellectual property rights from unauthorized use or infringement
by third parties, its business could be adversely affected;
Accenture’s ability to attract and retain business and employees
may depend on its reputation in the marketplace; if Accenture is
unable to manage the organizational challenges associated with its
size, the company might be unable to achieve its business
objectives; any changes to the estimates and assumptions that
Accenture makes in connection with the preparation of its
consolidated financial statements could adversely affect its
financial results; many of Accenture’s contracts include payments
that link some of its fees to the attainment of performance or
business targets and/or require the company to meet specific
service levels, which could increase the variability of the
company’s revenues and impact its margins; Accenture’s results of
operations and share price could be adversely affected if it is
unable to maintain effective internal controls; Accenture may be
subject to criticism and negative publicity related to its
incorporation in Ireland; as well as the risks, uncertainties and
other factors discussed under the “Risk Factors” heading in
Accenture plc’s most recent annual report on Form 10-K and other
documents filed with or furnished to the Securities and Exchange
Commission. Statements in this news release speak only as of the
date they were made, and Accenture undertakes no duty to update any
forward-looking statements made in this news release or to conform
such statements to actual results or changes in Accenture’s
expectations.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161125005219/en/
OCTO TechnologyNelly Grellier, + 33 1 58 56 10
18ngrellier@octo.comorAccentureJoanna Vos, + 44 7500
835588joanna.r.vos@accenture.comorAccentureFrancois Luu, + 33 1 53
23 68 55francois.luu@accenture.com
Accenture (NYSE:ACN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Accenture (NYSE:ACN)
Historical Stock Chart
From Apr 2023 to Apr 2024