Godefroy and Stanislas de Bentzmann tender offer on Devoteam’s shares, with the support of KKR, will open on October 27, at a price of €98 per share

26 October 2020

As from October 27, 2020, Devoteam shareholders (Euronext Paris: DVT) will be able to tender their shares to the tender offer initiated by Devoteam’s founders with the support of KKR, through the dedicated company named ‘Castillon’.

An offer led by the Founders to strengthen their control

Godefroy and Stanislas de Bentzmann, who own c. 21% of Devoteam’s share capital, will contribute almost all of those shares to Castillon through mergers with Castillon and contributions in kind and a de minimis portion will be tendered to the offer. Tabag, controlled by Yves de Talhouet, who owns c. 5% of Devoteam’s share capital, will also contribute almost all of those shares to Castillon through contributions in kind and a de minimis portion will be tendered pursuant to the offer. The success of the tender offer would provide Godefroy and Stanislas de Bentzmann exclusive control over Castillon. The French financial market authority (Autorité des marches financiers – AMF) issued its clearance to the public tender offer on October 13, 2020 and granted its visa to Castillon offer document and Devoteam’s response document on the same day. The documents providing details on the other information relating to the legal, financial, accounting and other characteristics of Castillon and Devoteam have been filed with the AMF and were published on October 26, 2020 in accordance with Article 231-28 of the AMF General Regulation.

Offer recommended by Devoteam’s Supervisory Board

Following review of the independent expert report prepared by Finexsi, appointed in accordance with applicable regulations, Devoteam’s Supervisory Board issued its reasoned opinion (avis motivé) on the offer and recommended that Devoteam’s shareholders tender their shares to the tender offer.

A price of €98 per share representing a premium of 29.5%

The offer price of €98 per share represents a premium of 29.5% over the volume weighted average share price of the last thirty trading days before the announcement of the offer (on July 9, 2020). The independent expert declared that the price offered, €98 per share, shows a premium compared to all the valuation criteria used as the main criteria and therefore stated “we believe that the offer price of €98 per share is fair from a financial point of view to Devoteam’s shareholders”.

Timetable

The closing date of the offer has been set by the AMF on November 30, 2020.

Availability of documents relating to the offer

Castillon’s offer document and Devoteam’s response document, as approved by the AMF on October 13, 2020 under visa no. 20-504 and visa no. 20-505 respectively, as well as documents relating to the other information of each company, are available on the AMF website (www.amf-france.org), and on the Devoteam website (https://www.devoteam.com/investors/tender-offer/). These documents can be obtained free of charge from Devoteam (73 rue Anatole France, 92300 Levallois-Perret, France).

Important information

This press release is disseminated for information purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any securities of Devoteam.

Investors and shareholders are strongly advised to read the documentation relating to the tender offer, which contains the terms and conditions of the tender offer, as well as, as the case may be, any amendments and supplements to those documents as they will contain important information about Castillon, Devoteam and the tender offer.

This press release must not be published, broadcast or distributed, directly or indirectly, in any country in which the distribution of this information is subject to legal restrictions. The tender offer is not open to the public in jurisdictions in which its launch is subject to legal restrictions.

The publication, broadcasting or distribution of this press release in certain countries may be subject to legal or regulatory restrictions. Therefore, persons located in countries where this press release is published, broadcast or distributed must inform themselves about and comply with such restrictions. Castillon and Devoteam disclaim any responsibility for any violation of such restrictions.

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About Devoteam

Devoteam delivers technology consulting for businesses. As a pure player for Digital Transformation of leading organizations across EMEA, its 7,600 professionals are dedicated to ensuring clients win their digital battles. With a unique transformation DNA, Devoteam connects business and technology. Present in 18 countries in Europe and the Middle East, and drawing on more than 25 years of experience, Devoteam shapes Technology for People and creates value for its clients, its partners and its employees. Devoteam achieved revenues of €761.9 millions in 2019.

About KKR

KKR is a leading global investment firm that manages multiple alternative asset classes, including private equity, credit and real assets, with strategic partners that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

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