공지 • Sep 20
General Atlantic Ltd., Bridgepoint Group plc and the management of Esker SA proposed to acquire Esker SA (ENXTPA:ALESK) from Jean-Michel Bérard, Emmanuel Olivier, Jean-Jacques Bérard and others for €1.58 billion.
General Atlantic Ltd., Bridgepoint Group plc and the management of Esker SA proposed to acquire Esker SA (ENXTPA:ALESK) from Jean-Michel Bérard, Emmanuel Olivier, Jean-Jacques Bérard and others for €1.58 billion on September 18, 2024. General Atlantic, Bridgepoint Group and the management of Esker entered into a Tender Offer Agreement to acquire Esker from Jean-Michel Bérard, Emmanuel Olivier, Jean-Jacques Bérard and others on September 19, 2024. A cash consideration valued at €262 per share. In case of termination of transaction, General Atlantic Ltd., Bridgepoint Group plc and the management will pay a termination fee of €10 million and seller will pay a termination fee of €30 million. Jean-Michel Bérard, Emmanuel Olivier, and Jean-Jacques Bérard (Reinvesting Shareholders) who hold a total of 670,623 shares representing approximately 10.8% of the Company’s share capital , also undertook today to tender a portion of their Esker shares to the Offeror as part of the Offer, and to make a contribution in kind of their remaining Esker shares (that will not be tendered to the Offeror as part of the Offer) to an entity directly or indirectly controlling the Offeror. The contribution in kind will take place after the closing of the Offer, subject to the success of the Offer. The Offer would be financed in equity by Bridgepoint (who would be the Offeror’s controlling shareholder) and by General Atlantic, it being specified that, in the event a squeeze-out procedure could be implemented, a debt financing would also be implemented by the Offeror in addition to such equity financing.
The Offer would then be opened during the fourth quarter of 2024, subject to obtaining the Italian foreign investments control authorities’ clearance. The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, the Offeror to withdraw the Offer in the event the shares tendered to the Offeror as part of the Offer would not represent, at the end of the Offer, more than 60% of the Company’s share capital and voting rights, and subject to antitrust regulations. The deal has been unanimously approved by the board. The closing of the Offer should then take place by the end of 2024, or at the latest during the first quarter of 2025, subject to obtaining the required antitrust clearances. If the legal conditions are met at the end of the Offer, the Offeror will request the implementation of a mandatory squeeze-out procedure.
Deutsche Bank AG acted as financial advisor for Esker SA. Kirkland & Ellis LLP acted as legal advisor for Esker SA. Jeantet & Associés acted as legal advisor for Esker SA. Christophe Lambert of FINEXSI, SA, Financial Advisory Arm acted as fairness opinion provider for Esker SA. Morgan Stanley & Co. International plc acted as financial advisor for Bridgepoint Group plc. Société Générale Société anonyme acted as financial advisor for Bridgepoint Group plc. Bredin Prat & Associes acted as legal advisor for General Atlantic Ltd. Latham & Watkins LLP acted as legal advisor for Bridgepoint Group plc. Will Aitken-Davies, Dan Schuster-Woldan, Kanesh Balasubramaniam, Matthew Abbott, Neel Sachdev, Conrad van Loggerenberg, Rohan Dey, Caitlin Kelly, Nicole Kar, Yuni Sobel, Lindsay Parks, Timothy Lowe, and Caroline Inker of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor for General Atlantic Ltd.