Following these discussions and the completion of due diligence, Micropole received several hard offers from some of these industrial and financial investors.
At the end of these exchanges, Micropole decided to accept the offer from Talan Holding (“Talan” or the “Talan Group”), which was superior both in terms of price per share and industrial project. In this context, Micropole concluded a strategic agreement (Tender Offer Agreement) with Talan today, under which Talan has irrevocably committed to submitting a voluntary public tender offer for all Micropole shares (the “Offer”), which will be followed, if conditions are met, by a mandatory squeeze-out.
The Offer, with a price per Micropole share set at €3.12, is based on an industrial project promising a bright future for Micropole and its teams.
- Talan's offer price allows Micropole shareholders to benefit from a bonus of 108.0% compared to Miramar's current offer, 200.0% compared to Micropole's closing price on March 22, 2024 *1, and 188.9% compared to the three-months *2 volume-weighted average price.
- Messrs. Christian Poyau and Thierry Létoffé, founders and historical shareholders of Micropole, and their affiliates, who together hold 20.39% of the capital and 29.15% of the voting rights, have entered into concert with Talan. They have committed to tendering 1,577,991 Micropole shares (representing 5.42% of the capital) for cash in the Offer and the remainder of their Micropole shares (directly or indirectly) to Talan, as part of a reinvestment through contribution in kind, based on a contribution value equal to the Offer price.
*1 Price of €1.04 on March 22, 2024, which was the last trading day before Miramar filed the public tender offer.
*2 Average volume weighted stock exchange price during the three months preceding the 25 of March 2024 of 1,08€.
- The board of directors of Micropole, convened on May 28, 2024, welcomed favorably and unanimously the proposed transaction in accordance with the unanimous position of the ad
hoc committee *3. This favorable reception was motivated by both the proposed price, which allows shareholders to realize the full value of Micropole's shares in light of its strategy and the work conducted to date by the independent expert in the context of the public offer filed by Miramar, and the industrial strategy of the project that will see Micropole strengthening Talan Group's Data division. The board of directors of Micropole will convene later to issue a reasoned opinion on the Offer after consulting with the Employee Representative Committee (CSE) and receiving the report from Finexsi, the appointed independent expert, on the terms of the Offer and related agreements.
-The completion of the Offer will be subject solely to customary conditions, including approval from the competition authorities in France and foreign investment control authorities in France.
-Talan will submit the Offer to the French Financial Markets Authority (AMF) within a period of three weeks.
Christian Poyau, CEO of Micropole, stated:
I am delighted with the conclusion of a strategic agreement with Talan, which demonstrates the strength of Micropole's positioning in the Data sector and the quality of our services. It paves the way for a coherent, ambitious, and future-oriented industrial project aimed at creating a leading force in Europe. I am thrilled to be fully committed and invested in this new project. It will leverage complementary expertise, talented teams, and benefit from a prominent international footprint. Moreover, it is firmly rooted in shared values and a strong entrepreneurial spirit embedded in the culture of both our groups. I am convinced that this partnership will offer concrete development opportunities for both our companies, as well as for all our employees and clients.
Mehdi Houas, President of Talan Holding, stated:
We are very pleased with the strategic agreement reached with Micropole, which represents a solid and exciting industrial project for us, consolidating Talan Group's position as a global leader in transforming organizations through Technology, Data, and Innovation. Talan and Micropole share a culture of excellence, agility, and entrepreneurial spirit that will make this project a collective success, providing new playgrounds and opportunities for all Group employees and strengthening our client support capabilities.
*3 In the absence of Mr. Christian Poyau and Mr. Thierry Létoffé and Ms. Christine Leonard Poyau, and Ms. Sylvie Létoffé not participating in the vote.
Talan and Micropole announce the conclusion of a strategic agreement (Tender Offer Agreement) with a view to Talan submitting a voluntary public tender offer for all shares of Micropole, which will be followed, if the conditions are met, by the implementation of a mandatory squeeze-out.
Talan’s Offer: A strengthened strategic and industrial ambition
The Offer, priced at €3.12 per Micropole share, offers Micropole shareholders a liquidity opportunity with a 108.0% premium compared to the public tender offer submitted by Miramar, valuing Micropole's equity at €90.7 million (for 100% of Micropole shares).
The rapprochement of Talan and Micropole will create one of the leading experts in Data and Innovation in Europe. The new entity aims to attain €780 million in revenue in 2024, with over €250 million related to Data expertise and more than 6,200 employees across 18 countries. Micropole's expertise, reputation, geographical footprint, and high-value-added Data expertise will also enhance Talan's recognition among the global leaders in business transformation through Technology, Data, and Innovation.
This new Data expertise platform will accelerate the organic growth of the new entity, aiming to reach €2.5 billion in revenue by 2030 (including through external growth operations).
Talan and Micropole share a culture, agility, an entrepreneurial spirit, and a strong common desire to invest in technological levers to rethink and accelerate the implementation and transformation of their clients. This merger will notably enable:
- Strengthening the new entity's geographical coverage in France and Europe;
- Supporting clients across a broader spectrum of sectors, fueling the growth of the new entity. Micropole's presence in sectors such as Luxury, Industry, and Services will complement Talan's presence in Transportation, Energy, Utilities, and the Public sector;
- Offering current Micropole clients the service offerings of Talan's centers of excellence in Tunisia, Mauritius, and Hungary;
- Enabling Micropole's international clients in North America to leverage Talan's capabilities in Canada and the United States, ensuring continued support;
- Strengthening the position as an innovation leader by leveraging research and innovation centers led by a team of top researchers;
- Providing Micropole teams with the benefit of Talan's leadership in CSR, recognized in 2023 within the top 1% of information technology companies for their Sustainable Development actions by the evaluation body ECOVADIS;
- Continuing to offer a development and fulfillment framework for all teams, notably through the shared "Great Place to Work" culture, professional opportunities, especially internationally, and the opportunity to become shareholders of the new entity;
- Allowing Micropole teams to benefit from Talan's M&A expertise and the support of the investment fund TowerBrook to accelerate an ambitious acquisition policy in the Data field. The 22 acquisitions made by Talan so far are a concrete illustration of this.
Commitment of Cooperation and Support from Micropole for Talan's Offer
Under the strategic agreement (Tender Offer Agreement) concluded today, Micropole has committed to support Talan's Offer and to cooperate with the latter. The Board of Directors of Micropole will provide its reasoned opinion on the Offer based on the report from Finexsi, an independent expert, on the terms of the Offer and related agreements, and the opinion of Micropole's Social and Economic Committee (CSE). Micropole has agreed not to engage in negotiations with any other investor regarding a potential competing offer, except in the event of receiving a superior offer made in good faith by a third party and in accordance with the relevant provisions of the General Regulation of the French Financial Markets Authority (the "AMF"). Should Micropole's Board of Directors recommend a competing offer or should a competing offer succeed, Micropole has agreed to partially cover Talan's expenses up to 2 million euros. For its part, Talan has irrevocably committed to submit the Offer to the AMF within the next three weeks. If this does not occur within 40 working days, Micropole will have the option to terminate the strategic agreement (Tender Offer Agreement), in which case Talan will have to pay Micropole a compensation of 2 million euros.
Acting in Concert and Commitments to Tender Shares to the Offer and to Talan
Messrs. Christian Poyau and Thierry Létoffé and their affiliates have entered into agreements with Talan to tender their Micropole shares to the Offer through the sale of securities and contributions in kind. Talan has not acquired, directly or indirectly, alone or in concert, any Micropole shares prior to the conclusion of these tender commitments. Under these agreements, Mr. Christian Poyau and his affiliates, who hold 3,385,838 Micropole shares, have committed to tender (directly and indirectly) all their Micropole shares, representing 3,385,838 shares or 11.64% of the capital and 19.39% of the voting rights of Micropole, to the cash Offer for 12,013 shares (representing 0.4% of the capital) and by way of contribution in kind to Talan for 3,373,825 shares (representing 11.60% of the capital), in exchange for the issuance by Talan of new ordinary shares (which will subsequently be held through holdings regrouping Talan's managers).
Similarly, Mr. Thierry Létoffé and his affiliates, who hold 2,544,657 Micropole shares, have committed to tender (directly and indirectly) all their Micropole shares, representing 2,544,657 shares or 8.75% of the capital and 9.76% of the voting rights of Micropole, to the cash Offer for 1,565,978 shares (representing 5.38% of the capital) and by way of contribution in kind to Talan for 978,679 shares (representing 3.36% of the capital), in exchange for the issuance by Talan of new ordinary shares (which will subsequently be held through holdings regrouping Talan's managers).
As a result of signing these agreements, Messrs. Christian Poyau and Thierry Létoffé, their affiliates, and Talan declare that they are acting in concert with respect to Micropole and together hold a total of 5,930,495 Micropole shares, representing 20.39% of the capital and 29.15% of the theoretical voting rights of Micropole. This concert will automatically end in the event of the termination of the agreements or the failure of the proposed offer.
Additionally, Mr. Christian Poyau will have access to Talan's executive participation plan under its ordinary conditions. In the event that a competing offer compliant with the AMF General Regulation is submitted and Talan decides not to raise the Offer price to match the price of said competing offer, Messrs. Christian Poyau and Thierry Létoffé and their affiliates may tender their Micropole shares to said competing offer, provided they reimburse Talan 50% of the net capital gain realized from the tendering of these Micropole shares to the said competing offer compared to the Offer price.
The Micropole Board of Directors Welcomes the Proposed Transaction
The Micropole Board of Directors, meeting on May 28, 2024, unanimously welcomed the proposed transaction, without prejudice to the review of the contractual and Offer documentation to be conducted by the independent expert. The Board’s decision was made in accordance with the unanimous recommendations of the ad hoc committee composed of Ms. Sophie le Tanneur (Chair) and Mr. Antoine Antoun, both independent directors with respect to Micropole and Talan (Mr. Christian Poyau recused himself from the ad hoc committee due to the conflict of interest arising from his commitment to tender shares to the Offer and Talan).
Upon the recommendation of the ad hoc committee, the Board of Directors engaged the firm Finexsi, previously appointed as an independent expert (see press release dated April 4, 2024), to issue a report on the financial terms of the proposed Offer. The Board of Directors decided that the self-held shares would not be tendered to the Offer.
Micropole’s Social and Economic Committee (CSE) will be informed and consulted on the proposed Offer in accordance with regulations. After reviewing the CSE’s opinion and the independent expert’s report, the Board of Directors of Micropole will issue, based on the prior recommendation of the ad hoc committee, a reasoned opinion on the Offer and its consequences for Micropole, its shareholders, and its employees. This reasoned opinion, along with the independent expert’s report, will be annexed to the final response note prepared by Micropole and approved by the AMF.
Financing of the Offer
Talan has secured the necessary equity contributions and financing agreements to fully fund the Offer with certain funds. The availability of the Offer’s financing remains subject to the usual documentary conditions for this type of transaction.
Suspensive Conditions and Timetable of the Offer
The completion of the Offer will be subject to the mandatory minimum acceptance condition provided for in Article 231-9, I 1° of the AMF General Regulation. The opening of the Offer will be subject to the prior authorization from the Minister of the Economy for foreign
investment control in France, as well as the prior authorization from the Competition Authority for merger control. The information memorandum relating to the Offer will be filed by Talan with the AMF in approximately three weeks, after the required pre-notifications have been submitted for the regulatory authorizations to which the Offer is subject. To allow the submission of the Offer to the AMF Board by the end of July 2024, Micropole anticipates filing the draft response note in July 2024.
Subject to the issuance by the AMF Board of its compliance opinion on the Offer, the opening of the Offer will occur in the days following Talan’s receipt of the required authorizations for foreign investment control in France and merger control.
Suspension of Trading
At the Company’s request, trading in Micropole shares was suspended on May 28, 2024, and will resume on Friday, May 31, 2024, at market opening.
Pre-Offer Period – Inside Information
This press release triggers the opening of a pre-offer period within the meaning of the AMF General Regulation. This press release contains inside information.
Disclaimer:
This press release has been prepared for information purposes only. It does not constitute a public offer. The dissemination of this press release, the Offer, and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not directed at individuals subject to such restrictions, either directly or indirectly, and is not likely to be accepted from any country where the Offer would be subject to such restrictions. This press release is not intended for dissemination in such countries. Consequently, individuals in possession of this press release are required to inform themselves about any applicable local restrictions and to comply with them. Micropole and Talan disclaim any responsibility for any potential violation of these restrictions by any individual.
ABOUT Talan Group | www.talan.com
Talan is an international group specializing in transformation consulting through Innovation, Technology, and Data. Talan advises and supports companies and public institutions in implementing their transformation and innovation projects in France and internationally. Present in 18 countries, the Group, certified as a Great Place To Work, employs over 5,000 professionals and aims to achieve a turnover of 630 million euros in 2024, with ambitions to exceed one billion euros by 2026. Equipped with a Research and Innovation Center, Talan places innovation at the heart of its development and operates in areas such as technological advancements including Artificial Intelligence, Data Intelligence, Blockchain, to foster the growth of large corporations and mid-sized enterprises in a committed and responsible manner. By placing "Positive Innovation" at the core of its strategy, Talan believes that technology realizes its full potential when serving humanity.
ABOUT MICROPOLE Group | www.micropole.com
MICROPOLE is an international consulting group specializing in business transformation through Data. MICROPOLE supports its clients with a comprehensive approach: "Data Driven" strategy, Cloud Acceleration, Digital business. With 14 offices across Europe and China, the Group's 1300 #INNOVATIVE PEOPLE bring consulting expertise to implementation, helping clients stay ahead and achieve positive business impact through Data innovation. MICROPOLE generates 40% of its revenue internationally and is listed on the Euronext Growth market.
MICROPOLE INVESTOR CONTACTS
Nicolas Rebours - [email protected]
+33 1 74 18 74 70
MICROPOLE MEDIA CONTACTS:
Brunswick – [email protected]
Hugues Boëton – +33 6 79 99 27 15
Christophe Menger – +33 7 52 63 00 89
Gabriel Jabès – +33 6 40 87 08 14
Flora Marinho – +33 6 07 46 34 35
TALAN MEDIA CONTACTS:
Libremullenlowe - [email protected]
Estelle Gouin - +33 6 17 27 64 01