Accenture (ACN) to Acquire OCTO Technology

September 15, 2016 6:06 AM EDT

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Accenture (NYSE: ACN) has agreed to purchase a 47.4 percent shareholding in OCTO Technology, a technology consultancy specializing in digital transformation and software development, with the intention to acquire the remaining shares.

Under the terms of the agreement, Accenture will purchase the shareholding in OCTO from François Hisquin, founder and CEO of OCTO, other OCTO partners and Financière Arbevel at a price of €22.50 per share and €1.7222 per equity warrant. Following the closing of the acquisition, Accenture will make a voluntary cash tender offer to acquire the remaining shares and equity warrants at the same prices.

The price of €22.50 per share represents a 43.8 percent premium over the closing share price of OCTO on September 14, 2016 and a 76.2 percent premium over the volume-weighted average share price during the last 12 months. The tender offer values 100% of the issued ordinary shares of OCTO (on a fully diluted basis) at approximately €115 million.

The supervisory board of OCTO unanimously supports the transaction and has appointed Ledouble SAS to act as independent expert to issue a formal statement confirming the fairness of the tender offer. In accordance with applicable regulations, the supervisory board of OCTO will issue its formal recommendation on the tender offer once it has received the report of the independent expert and the opinion of OCTO’s works council has been obtained. The transaction is subject to customary closing conditions and is expected to close in early Q1 of CY2017.

Following successful completion of the tender offer, OCTO will join Accenture Digital to expand its capabilities and operations in France. OCTO’s clients will have access to the global scale, broad capabilities and deep industry experience of Accenture for their major projects.

“OCTO has built an extremely talented, enthusiastic workforce that will significantly enhance the existing capabilities of Accenture Digital in France,” said Pascal Delorme, Accenture Digital lead, France and Benelux. “With its flexible working culture, OCTO will invigorate Accenture’s operations in this region. OCTO’s leadership have demonstrated their firm support for the acquisition. Together, we can focus on delivering the greatest possible returns for clients locally and globally, applying our shared pragmatic and agile approach to technology to drive digital transformations.”

We have always been a firm with international ambitions,” said François Hisquin, CEO and founder of OCTO, who will remain in his role post-acquisition. “The proposed sale of my shares and those belonging to OCTO’s partners demonstrates the value of the transaction and a strong belief that in becoming part of Accenture Digital, we can pursue a joint ambition to offer end to end digital transformation capabilities to clients. OCTO people are passionate digital natives, and our commitment to fostering innovation and being trusted to deliver a range of digital solutions will continue when working alongside Accenture Digital, where we intend to take full advantage of the global reach and deep industry knowledge available.”

“The proposed addition of OCTO to our business in France demonstrates that we are committed to building a digital powerhouse for the country and the region,” said Christian Nibourel, country managing director for Accenture in France and Benelux. “We recently launched an Innovation Centre in Paris, which along with this acquisition will give our clients in France access to the strongest skills, most strategic thinkers and the latest transformational technologies available. Together, we will help our clients rotate to the New to drive operational efficiency, adapt business models, and implement new capabilities for success.”

In addition, Sycomore Asset Management has irrevocably committed to tender its 4.6 percent ownership in OCTO to Accenture, once it launches its offer.

Rothschild & Cie and Société Générale are acting as financial advisors to OCTO and Accenture, respectively.



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