Implementation of a squeeze-out procedure for
the Esker shares
Esker:
- Boréal Bidco will hold 92.93% of the share
capital and at least 92.68% of the voting rights of Esker at the
end of the reopened Offer.
- Settlement-delivery of the reopened Offer
on 14 February 2025.
- Implementation, as announced, of a
squeeze-out procedure for the Esker shares.
- The price per share paid in the context of
this squeeze-out will be equal to the Offer price, i.e., €262 per
share.
Success of the reopened Offer
947,693 shares of Esker were tendered to the public tender offer
initiated by Boréal Bidco SAS (“Boréal Bidco” or the
“Offeror”) with respect to the Esker shares (the
“Offer”), representing 15.57% of the share capital and at
least 15.46% of the voting rights of the company, as part of its
reopening from 17 January to 30 January 2025.
In total, taking into account the shares tendered to the Offer
and the Esker shares assimilated to shares held by the Offeror in
accordance with applicable regulations, the holding (effective and
assimilated) of Boréal Bidco is of 92.93% of the share capital and
at least 92.68% of the voting rights of Esker at the end of the
reopened Offer, reflecting the success of the Offer with a
post-Offer holding level exceeding the thresholds of 90% of the
share capital and voting rights of Esker.
The notice of results (avis de résultat) published by the AMF on
4 February 2025 is available on the AMF website
(www.amf-france.org).
The settlement-delivery of the Offer will take place on 14
February 2025.
Implementation of a squeeze-out procedure
The conditions required to carry out a squeeze-out being met,
the Offeror, in accordance with its intention expressed in the
offer document related to the Offer, will soon request the AMF to
implement the squeeze-out procedure for the Esker shares it does
not hold, which will result in the delisting of the Esker shares
from the Euronext Growth Paris market.
The amount of the indemnity paid in the context of the
squeeze-out will be equal to the Offer price, i.e., €262 per share,
net of all fees.
The trading of the Esker shares has been suspended pending
implementation of the squeeze-out.
Jean-Michel Bérard, President and Founder of Esker,
stated: “We are delighted with the success of this offer, which
represents a major milestone in Esker’s history. Alongside
Bridgepoint and General Atlantic, we are equipping ourselves to
accelerate our development, further innovate, and strengthen our
position as a leader in a rapidly expanding market. This
partnership, and the delisting of the company, are fully in line
with our ambition to better support our clients and to build,
together, the future of Esker.”
Emmanuel Olivier, Chief Operating Officer of Esker,
stated: “This is a key milestone in Esker’s history and the
beginning of a particularly exciting new chapter ahead of us.”
David Nicault, Partner and Head of Technology at
Bridgepoint, stated: “We are very pleased with this very high
tender rate, which demonstrates the attractiveness of the offer and
the relevance of our project. We are thrilled to be able to bring
Bridgepoint’s resources and expertise to Esker to support its
development plan in the coming years in a rapidly expanding
market.”
Vincent-Gaël Baudet, Partner and Head of Bridgepoint
Europe in France, stated: “The success of this offer reflects our
ability to gain the trust of all stakeholders and to open new
development opportunities for Esker and its teams.”
Gabriel Caillaux, Co-President and Head of General
Atlantic’s business in EMEA, stated: “We believe Esker possesses a
highly differentiated software solution and has the potential to
continue expanding its product offering and international
footprint. We look forward to partnering with the team as they open
this new chapter of growth.”
Information and documentation relating to the Offer are
available free of charge on the websites of Esker (www.esker.fr),
Bridgepoint (www.bridgepoint.eu/shareholders/Sep-2024-microsite)
and the AMF (www.amf-france.org).
ABOUT ESKER
Esker is the global authority in AI-powered business solutions
for the Office of the CFO.
Leveraging the latest in automation technologies, Esker’s
Source-to-Pay and Order-to-Cash solutions optimize working capital
and cashflow, enhance decision-making, and drive better
collaboration and human-to-human relationships with customers,
suppliers and employees.
Esker operates in North America, Latin America, Europe and Asia
Pacific with global headquarters in Lyon, France, and U.S.
headquarters in Madison, Wisconsin. Listed on Euronext Growth in
Paris (ISIN code FR0000035818), the company generated sales of
€178.6 million in 2023, more than 2/3 of which outside France.
ABOUT BRIDGEPOINT
Bridgepoint, listed on the London Stock Exchange, is a leading
alternative asset manager specializing in private equity,
infrastructure and private credit.
With over €67 billion in assets under management and more than
200 investment professionals located in Europe, North America and
Asia, Bridgepoint combines global scale with local market knowledge
and sector expertise. Bridgepoint invests in companies operating in
resilient growth sectors, managed by ambitious teams.
The group has been present in France for over 35 years, where it
has one of the largest investment teams and a track record of
landmark technology deals, with Cast, Sinari, Brevo, Kyriba,
Calypso, eFront and more recently LumApps. Bridgepoint also
recently acquired the Property Management business of Nexity, a
Euronext-listed company.
www.bridgepoint.eu
ABOUT GENERAL ATLANTIC
General Atlantic is a leading global growth investor with more
than four decades of experience providing capital and strategic
support for over 520 growth companies throughout its history.
Established in 1980, General Atlantic continues to be the
dedicated partner to visionary founders and investors seeking to
build dynamic businesses and create long-term value. Guided by the
conviction that entrepreneurs can be incredible agents of
transformational change, the firm combines a collaborative global
approach, sector-specific expertise, a long-term investment
horizon, and a deep understanding of growth drivers to partner with
and scale innovative businesses around the world. The firm
leverages its patient capital, operational expertise, and global
platform to support a diversified investment platform spanning
Growth Equity, Credit, Climate, and Sustainable Infrastructure
strategies.
General Atlantic manages approximately $100 billion in assets
under management, inclusive of all strategies, as of 1 October
2024, with more than 900 professionals in 20 countries across five
regions. For more information on General Atlantic, please visit:
www.generalatlantic.com.
WARNING
This press release does not constitute an offer to purchase
securities. Any decision regarding the Offer must be based
exclusively on the information contained in the Offer
documents.
This press release has been prepared for information purposes
only. The distribution of this press release, the Offer and its
acceptance may be subject to specific regulation or restrictions in
certain countries. The Offer is not intended for persons subject to
such restrictions. Consequently, persons in possession of this
press release are required to inquire about any local restrictions
that may apply and to comply with them. Bridgepoint, General
Atlantic and Esker assume no responsibility for any violation of
these restrictions by anyone.
The Offer was opened in the United States in accordance with
Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the “U.S. Exchange Act”), including Regulation 14E
after application of the exemptions provided by rule 14d-1(d) of
the U.S. Exchange Act (the “Tier II” exemption) and the
requirements of French law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250204448327/en/
Esker Media contacts:
Esker - Emmanuel Olivier emmanuel.olivier@esker.com
+33472834646
News - Hélène de Watteville hdewatteville@actus.fr
+331536736 33
Bridgepoint Media contacts:
Charlotte Le Barbier clebarbier@image7.fr +33678372760
General Atlantic Media
contacts: Emily Japlon, Jess Gill & Sara Widmann
media@generalatlantic.com
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