Sopra Steria signs the contract for the acquisition of the main block of CS Group
PARIS–(BUSINESS WIRE)–Regulatory News:
Sopra Steria (Euronext Paris: SOP) (Paris: SOP)one of the European leaders in Tech, recognized for its consulting, digital services and software publishing activities, announces that it has signed an acquisition agreement in order to acquire all the shares of CS GROUP (Euronext Paris: SX) held by Mr. Yazid Sabeg, Chairman of the Board of Directors and Mr. Eric Blanc-Garin, Chief Executive Officer, and their joint holding company Duna & Cie representing approximately 29.73% of the capital of CS GROUP (“main block”), for a price of €11.50 per share.
This agreement is finalized following the start of the exclusive negotiations announced on 28 July 2022 and the information-consultation procedures of the respective workers’ representative bodies of Sopra Steria and CS Group. It supplements the sale agreements already signed on 27 July 2022 by Cira Holding and the founders of Novidy’s to Sopra Steria relating respectively to approximately 29.15% and 6.38% of the company’s capital (“other blocks”) for a price per share equal to that of the main block. Following the acquisition of the main block and the other blocks (the “transaction”) and taking into account the 9.80% already held, Sopra Steria will hold 75.06% of the capital of CS GROUP.
The completion of the transaction, which could take place during the first quarter of 2023, remains subject to the usual conditions precedent, in particular as regards the control of mergers and the control of foreign equity investments.
Following the transfer of the main block and the other blocks, Sopra Steria will file a draft simplified mandatory takeover bid for the settlement of the capital and the securities giving access to the capital or voting rights of CS Group at the same price of 11 .50 euros per ordinary share (the offer”).
In the event that at the end of the offer the threshold which allows the completion of the squeeze-out is exceeded, Sopra Steria intends to request the activation of a squeeze-out procedure for the shares of the CS Group under the conditions established by the applicable legislation.
Sopra Steria also specifies that the Board of Directors of CS Group resolved on 27 July 2022, on the proposal of a specifically created committee, to appoint Finexsi, represented by Mr. Olivier Peronnet, as the independent expert in charge of drafting a report on the conditions economic aspects of the offer and of a possible squeeze-out and presenting the conclusions in the form of a fairness opinion.
The Board of Directors of CS Group will decide on the interest of the offer and its consequences for CS Group, its shareholders and its employees, in particular in the light of the conclusions of the independent expert’s report.
About Sopra Steria
Sopra Steria, one of the European leaders in Tech recognized for its consultancy, digital services and software publishing activities, helps its clients to realize their digital transformation and to obtain concrete and lasting benefits. It provides a global response to the competitiveness challenges of large companies and organizations, combining in-depth knowledge of business sectors and innovative technologies with a resolutely collaborative approach. Sopra Steria places people at the center of its action and is committed to its customers to make the most of digital to build a positive future. With 47,000 employees in nearly 30 countries, the Group generated sales of €4.7 billion in 2021.
The world is how we shape it.1
Sopra Steria (SOP) is listed on Euronext Paris (Compartment A) – ISIN Code: FR0000050809
For more information, find us on www.soprasteria.com/fr
1 The world is how we make it.
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