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Artefact’s main shareholders and Ardian Expansion sign a securities purchase agreement regarding the transfer of a controlling block in Artefact followed by the launching of a mandatory simplified cash tender offer
Paris, September 20, 2021 – Artefact (FR0000079683 – ALATF – eligible for PEA-PME equity savings plans), an expert in data transformation and data & digital marketing for major brands, announces, following the entry into exclusive negotiations announced on July 26, 2021, the signing on September 17, 2021 by its main shareholders, including Mr. François de la Villardière, Chairman of the Board of Directors, the co-founders and co-CEOs of Artefact, Mr. Vincent Luciani and Mr. Guillaume de Roquemaurel, as well as certain reference shareholders, including Fonds Nobel, Financière Arbevel, Truffle Capital and Otus, several managers and minority shareholders of Artefact, and Ardian Expansion, of a securities purchase agreement (the “SPA”) relating to the transfer of a controlling block in Artefact representing approximately 52% of the share capital and of the voting rights of Artefact (the “Controlling Block”), for a price of 7.8 euros per ordinary share (subject to customary adjustments at the date of completion of the transfer of the Controlling Block, notably in the event of dividend distributions, it being specified that the co-founders and co-CEOs of Artefact have undertaken to use their best efforts to ensure that Artefact does not carry out any transactions that would result in such adjustments).
Pursuant to the SPA, certain selling shareholders will also transfer to Ardian Expansion 20,000 share purchase options (bons de souscriptions d’actions) representing all of the share purchase options issued by Artefact (the “SPO”), for a price of 1,190 euros per SPO.
The signing of the SPA follows the completion by Artefact of its works council (comité social et économique) information and consultation procedure which unanimously gave a favourable opinion on September 7, 2021.
The transfer of the Controlling Block and the SPO was subject to the approval of the German and Austrian competition authorities. These conditions were satisfied prior to the signing of the SPA and the transfer of the Controlling Block is expected to complete by the end of September 2021.
Following the completion of the acquisition of the Controlling Block and the SPO, Ardian Expansion will file a mandatory simplified cash tender offer for the remaining share capital of Artefact at the same price of 7.8 euros per ordinary share (the “Offer”).
In the event that the threshold for a squeeze-out is reached following the Offer, Ardian Expansion intends to request the implementation of a squeeze-out of the remaining not tendered Artefact securities pursuant to applicable French laws and regulations.
As a reminder, the Board of Directors of Artefact decided on July 25, 2021, upon recommendation of an ad hoc committee set up for this purpose, to appoint in accordance with the provisions of Article 261-1 I, 1°, 2°, 4° and II of the AMF’s General Regulation, Accuracy, represented by Mr. Henri Philippe, as independent expert mandated to produce a report on the financial conditions of the Offer and any squeeze-out and to present its conclusions in the form of a fairness opinion.
The Board of Directors of Artefact will issue its reasoned opinion on the benefits of the Offer and its consequences for Artefact, its shareholders and its employees, in particular in the light of the conclusions of the independent expert’s report.
The independent expert’s report and the Board of Directors of Artefact’s opinion will be included in the draft offer response document prepared by Artefact and filed with the AMF for its approval pursuant to its General Regulation.
The filing of the Offer should take place during the fourth quarter of 2021 and Artefact will keep the market informed of any significant developments regarding the potential transaction.
Artefact is a new generation of end-to-end data services company, specialising in data consulting and data & digital marketing, dedicated to transforming data into business impact and tangible results across the entire value chain of organisations.
At the crossroads of consulting, marketing and data science, Artefact’s unique approach allows our clients to reach their business goals in a dedicated and efficient way. Our 800+ employees are focused on accelerating data and digital transformation thanks to a unique mix of company assets: cutting-edge Artificial Intelligence technologies, agile methodologies for fast delivery and efficient scalability, and teams of market-leading experts in data science and data & digital marketing, always working together and focusing on business innovation.
Covering Europe, Asia, North America, LATAM, Middle East and Africa, thanks to our 16 local offices, we partner with Global Tiers 1 brands such as Orange, Samsung, L’Oreal, or Sanofi all over the world.
Ardian is a world-leading private investment house with assets of US$112bn managed or advised in Europe, the Americas and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base.
Through its commitment to shared outcomes for all stakeholders, Ardian’s activities fuel individual, corporate and economic growth around the world.
Holding close its core values of excellence, loyalty and entrepreneurship, Ardian maintains a truly global network, with more than 700 employees working from fifteen offices across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid, Milan, Paris and Zurich), the Americas (New York, San Francisco and Santiago) and Asia (Beijing, Singapore, Tokyo and Seoul). It manages funds on behalf of more than 1,100 clients through five pillars of investment expertise: Fund of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.