Accenture (NYSE:ACN) has agreed to purchase a 47.4 percent shareholding in OCTO Technology (ISIN code FR0004157428), 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.
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 more than 375,000
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: Accenture and OCTO will not be able to close the transaction
in the time period anticipated, or at all, which is dependent on the
parties’ ability to satisfy certain closing conditions; 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, and a
significant reduction in such demand 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 or
information systems as obligated by law or contract or if the company’s
information systems are breached; Accenture’s results of operations and
ability to grow could be materially negatively affected if the company
cannot adapt and expand its services and solutions in response to
ongoing changes in technology and offerings by new entrants; the
company’s results of operations could materially suffer if the company
is not able to obtain sufficient pricing to enable it to meet its
profitability expectations; if Accenture does not accurately anticipate
the cost, risk and complexity of performing its work or if the third
parties upon whom it relies do not meet their commitments, then
Accenture’s contracts could have delivery inefficiencies and be less
profitable than expected or unprofitable; Accenture’s results of
operations could be materially adversely affected by fluctuations in
foreign currency exchange rates; Accenture’s profitability could suffer
if its cost-management strategies are unsuccessful, and the company may
not be able to improve its profitability through improvements to
cost-management to the degree it has done in the past; 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
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; changes in Accenture’s level of taxes, as well as
audits, investigations and tax proceedings, or changes in the company’s
treatment as an Irish company, could have a material adverse effect on
the company’s results of operations and financial condition; 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; if Accenture is unable to collect its receivables or
unbilled services, the company’s results of operations, financial
condition and cash flows could be adversely affected; 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/20160914006472/en/
Contacts:
Nelly Grellier, + 33 (0) 1 58 56 10 18
ngrellier@octo.com
or
Accenture
Joanna
Vos, + 44 7500 835588
joanna.r.vos@accenture.com
or
Francois
Luu, + 33 1 53 23 68 55
francois.luu@accenture.com