Mannai Corporation, Apax Partners, Altamir and Boussard & Gavaudan, acting in concert, and now holding approximately 95 % of the share capital and voting rights of Gfi Informatique, today announced that the proposed acquisition by Mannai Corporation (holding to date approximately 51 % of the share capital and voting rights) from Apax Partners, Altamir (holding to this day approximately 18.5 % of the share capital and voting rights) and Boussard & Gavaudan (holding to this day approximately 25.8% of the of the capital and voting rights), a number of shares representing approximately 29 % of the share capital and voting rights of Gfi Informatique (on a fully diluted basis) in 2017 (the “First Block”) and an additional number of shares representing approximately 15 % of the share capital and voting rights of Gfi Informatique (on a fully diluted basis) in 2018 (the “Second Block”), subject to regulatory approval as applicable.
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The realization of the First Block would be carried out in two stages : Mannai Corporation would acquire first out-of-market from Apax Partners (along with Altamir) a participation representing approximately 12 % of the share capital and voting rights of Gfi Informatique, at a price per share of 8.00 in June 2017, and would later out-of-market with Boussard & Gavaudan, a participation representing approximately 17 % of the share capital and voting rights of Gfi Informatique, at a price per share of 8.00 in July 2017.
Following the completion of the First Block, Mannai Corporation holds about 80 % of the share capital and voting rights of Gfi Informatique as Apax Partners, Altamir and Boussard & Gavaudan would hold still about 15 % of the share capital and voting rights of Gfi Informatique. Following the completion of the Second Block, Mannai Corporation held individually approximately 95 % of the share capital and voting rights of Gfi Informatique and confirms its intention to keep Gfi Informatique is listed on the regulated market of Euronext in Paris (Compartment B).
The shareholders agreement signed between Mannai Corporation, Apax Partners (along with Altamir) and Boussard & Gavaudan April 8, 2016 (see notice to AMF n° 216C0904 April 14, 2016) would be amended to provide, inter alia, that :
The board of directors of Gfi Informatique would now be composed of nine members (instead of eleven in the covenant present, including one director representing Apax Partners (instead of two), two directors representing Mannai Corporation and four independent directors (instead of five). Boussard & Gavaudan would retain the possibility to request the appointment of a member (instead of two) ; and
The option of sale to Apax Partners and Boussard & Gavaudan, and the option to purchase from Mannai Corporation would be replaced by a forward sale on the Second Block : Apax and Boussard & Gavaudan committed to sell at Mannai Corporation the balance of their participation, approximately 15 % of the share capital of Gfi Informatique in the second quarter 2018 and Mannai Corporation is committed to purchase the shares corresponding to a share price of 8,50 .
The other terms and conditions of governance (consultation and veto) in the covenant current would remain the same.
Through this taking of additional interest in Gfi Informatique, Mannai Corporation strengthens its commitment in Gfi Informatique to be a shareholder of the long-term, expert in the computer services sector, and an industrial partner able to support its development goals.
About Gfi Informatique
A leading european player, computer services and value-added software, Gfi Informatique occupies a strategic position in its differentiated approach to global firms and niche players. With its low-profile multi-specialist, the Group offers to its clients a unique combination of proximity, sector organisation and quality industrial solutions. The Group, which has around 14 000 employees conducted by 2016 a turnover of 1 015 Million euros.
Gfi Informatique is listed on Euronext Paris (Compartment B) – ISIN Code : FR0004038099.
About Mannai Corporation
Mannai Corporation is a diversified group listed, covering the key sectors of industry and services. Created 60 years ago, the group, whose head office is in Doha (Qatar), was developed through a strategy of diversification of its business lines and geographies. Today, it operates in the sectors of information technology and telecommunications, automotive distribution, sales of jewellery, the distribution of heavy equipment and engineering services in the field of gas and oil.
Mannai Corporation employs more than 5 700 people across its various subsidiaries. Beyond Qatar, the group is also present in the Gulf countries, India and Turkey. December 31, 2016, Mannai Corporation has posted a turnover of 1.27 billion euros and a net profit of 139 million euros. The group is listed since 2007 on the Qatar Exchange (QE: MCCS).
About Apax Partners
www.apax.fr
@ApaxPartners_Fr
Apax Partners is a leading private equity in Europe. With over 45 years of experience, Apax Partners supports businesses on the time to make them leaders in their sector. The funds managed and advised by Apax Partners total more than 3 billion euros. These funds invest in SMES or intermediate-sized companies with strong growth, in four areas of specialization.
TMT : Altran, Gfi Informatique, Infovista, Melita, Nowo-ONI and Vocalcom
Distribution and Consumer Goods : Europe Snacks, Groupe AFFLELOU, Groupe Royer, and THOM Europe (Histoire d’or, Marc Orian, Treasure, Stoili and Oro Vivo)
Health : Amplitude Surgical
Services : Group INSEEC, Marlink and SK FireSafety
About of the board of Altamir
Altamir (Euronext Paris-B, LTA) is a listed company of private equity assets under management amounted to nearly 800 million. The company invests in, through and with the funds managed or advised by Apax Partners France and Apax Partners LLP, two leading private equity in their respective markets. It thus gives access to a diversified portfolio of companies with strong growth potential in the sectors of specialization of Apax (TMT, Retail & Consumer Goods, Health Services, Business Services & Financial Services) and in supplemental markets (SMES in French-speaking Europe and large businesses in Europe, North America and in key emerging countries).
For more information : www.altamir.fr
About Boussard & Gavaudan
Created in 2002 by Emmanuel Boussard and Emmanuel Gavaudan, Boussard & Gavaudan is an independent asset manager, owned 100% by its founders and partners. The funds managed and advised by Boussard & Gavaudan amounted to 4.3 billion euros. The group has 71 employees including 18 managers and 8 analysts. Boussard & Gavaudan is distinguished by its entrepreneurial spirit, pro-active and totally independent, ensuring a process of goal management.
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