Sopra Steria Group SA completed the acquisition of 2.43% stake in Sodifrance SA for 1.6 million.
November 11, 2020
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Sopra Steria Group SA (ENXTPA:SOP) made an offer to acquire 5.97% stake in Sodifrance SA (ENXTPA:SOA) for 3.9 million on July 9, 2020. Under the terms of transaction, Sopra Steria will tender 0.21 million shares at the purchase price of 18 per share. The consideration amount will be financed by available cash as well as Sopra Steria Group's various undrawn lines of credit. In a separate transaction, Sopra Steria Group SA will purchase 94.03% stake in Sodifrance SA via the acquisition of HP2M SAS and STRATEG'e.BOSS SAS. Sopra Steria will file a proposed delisting offer with the AMF (France's financial markets regulator). Transaction is subject to AMF approval, customary closing conditions, including completion of Sopra Steria acquisition of HP2M SAS and STRATEG'e.BOSS SAS. An independent expert will be appointed by Sodifrance's Supervisory Board to assess the fairness of the financial conditions of Sopra Steria Group's delisting offer. The offer could be finalized in October 2020 and the mandatory delisting procedure could take place in November 2020. On October 28, 2020, the mandatory delisting procedure will be initiated, insofar as the conditions are already met. As per the update on October 5, 2020, the offer opening date is October 29, 2020 and closing date is November 11, 2020.
Sopra Steria Group SA (ENXTPA:SOP) completed the acquisition of 2.43% stake in Sodifrance SA (ENXTPA:SOA) for 1.6 million on November 12, 2020. Sopra Steria Group SA directly and indirectly held 3,513,939 shares in the Company representing 6,939,083 voting rights, i.e. 96.46% of its share capital and at least 98.12% of its theoretical voting rights1. As on November 16, 2020, AMF D&I stated that the effective date of the mandatory delisting will be November 18, 2020 and it will cover the Sodifrance shares not held by Sopra Steria Group SA at the Offer's closing date, i.e. 128,818 Sodifrance shares representing 3.54% of the Company's share capital and at most 1.88% of its theoretical voting rights. The total amount of consideration will be paid by Sopra Steria Group SA , no later than the effective date of the mandatory delisting, i.e. November 18, 2020, to a specially created escrow account with CIC Market Solutions. The mandatory delisting will take place in return for consideration equal to the Offer price of 18 per Sodifrance share, net of any costs. Bryan, Garnier & Co Ltd. acted as the financial advisor to Sopra Steria Group SA.
Sodifrance SA is a France-based Information Technology (IT) services company that specializes in legacy modernization. The Company is also engaged in application development, IT infrastructure and software solutions dedicated to application life-cycle optimization, optimization of application development processes, data management, digital transformation, system maintenance services and training. The Company's clients include insurance companies, such as AXA, MAAF and MACIF; banks and financial institutions, including BNP Paribas and Cetelem; industrial, comprising Charier SA and Arkema France, and public and para-public companies and institutions, such as La Poste and the Ministry of Defense. Sodifrance SA has further offices located throughout France and in Belgium, and operates several subsidiaries, including Onext Content System, Soft-Maint Tunisie, Sodifrance-Isis and OSMOZ, among others.