Accenture Completes Acquisition of a 47.4% Shareholding in OCTO Technology

  • Accenture completes the acquisition of 47.4% of OCTO Technology’s share capital on a fully diluted basis (including the purchase of 1,941,381 equity warrants, representing 64.1% of existing equity warrants)
  • Accenture will file a voluntary tender offer with the Autorité des marchés financiers ("AMF") for the acquisition of the remaining shares and equity warrants
  • The supervisory board of OCTO Technology unanimously recommends the tender offer
  • Two representatives of Accenture have joined the supervisory board

PARIS--()--Following the announcement on September 15, 2016, Accenture (NYSE:ACN) has completed the acquisition of a 47.4% shareholding in OCTO Technology (OCTO: ISIN FR0004157428) – a technology consultancy specializing in digital transformation and software development – on a fully diluted basis.

“With the support of OCTO’s leadership, we look forward to working together following completion of the tender offer to deliver the greatest possible results for clients in France and further afield, driving digital transformations through our shared pragmatic, innovative approach to technology”

The completion of the acquisition follows the clearance from the competent regulatory authorities and the consultation of OCTO’s works council.

“With the support of OCTO’s leadership, we look forward to working together following completion of the tender offer to deliver the greatest possible results for clients in France and further afield, driving digital transformations through our shared pragmatic, innovative approach to technology,” said Pascal Delorme, Accenture Digital lead, France and Benelux.

The supervisory board of OCTO met on November 24, 2016. OCTO appointed the firm Ledouble as an independent expert to deliver a report regarding the financial terms of the voluntary tender offer (the “Offer”), which it concluded was fair. As a result, the OCTO supervisory board unanimously concluded that the Offer was in the best interest of OCTO, its shareholders and its employees and decided therefore to recommend to OCTO’s shareholders and equity warrant holders to tender their securities to the Offer.

“OCTO clients will benefit from the deep industry experience and global scale of Accenture Digital, whose French operations will be invigorated by this acquisition,” said François Hisquin, CEO and founder of OCTO.

In connection with the completion of the acquisition, two representatives of Accenture have joined the supervisory board of OCTO: Christian Nibourel, country managing director for Accenture in France and Benelux and Jean-Pierre Bokobza, senior managing director, Accenture Digital. Mr. Nibourel has also been elected Chairman of the board.

Accenture has completed the acquisition through the indirect purchase of 1,962,323 shares and 1,941,381 equity warrants from the founder and CEO, and the managers, of OCTO, and the purchase of 238,519 shares from Financière Arbevel, at a price of €22.50 per share and €1.7222 per equity warrant, in private transactions. Accenture Digital France Holdings, a wholly-owned subsidiary of Accenture, will file the proposed Offer with the AMF in the coming days under the same terms. Sycomore Asset Management has also irrevocably committed to tender an aggregate 233,445 shares to the Offer, which is expected to bring Accenture’s ownership of OCTO to 52.0% on a fully diluted basis.

The contemplated Offer values 100% of the issued ordinary shares of OCTO at approximately €115 million. The price of €22.50 per share represents a 43.8% premium over the unaffected closing share price of OCTO on September 14, 2016, the day before the intention of Accenture to acquire OCTO was announced, and a 36.9% premium over the volume-weighted average share price during the last 3 months before this date. The Offer to purchase all remaining shares and equity warrants of OCTO will be subject to the AMF review and approval.

Accenture will reserve the right to undertake a squeeze out (retrait obligatoire) on OCTO’s shares and equity warrants not tendered if the applicable conditions are satisfied following the completion of the Offer.

Rothschild & Cie and Société Générale are acting as financial advisors to OCTO and Accenture, respectively.

About OCTO Technology

OCTO Technology is a technology consultancy specializing in digital transformation and software development operating in five countries: France (headquarter), Morocco, Switzerland, Brazil and Australia. OCTO has nearly 360 employees with specialized digital technology skills, including big data and analytics, user experience design, and mobile services delivery. Awarded the Great Place to Work® award (companies under 500 employees) for each of its four participations, OCTO also runs the successful ‘Unexpected Sources of Inspiration’ (USI) event each year in Paris where leaders, industry innovators and technology entrepreneurs exchange ideas, draw inspiration and discuss the digital transformations in our societies.

About Accenture

Accenture is a leading global professional services company, providing a broad range of services and solutions in strategy, consulting, digital, technology and operations. Combining unmatched experience and specialized skills across more than 40 industries and all business functions – underpinned by the world’s largest delivery network – Accenture works at the intersection of business and technology to help clients improve their performance and create sustainable value for their stakeholders. With approximately 384,000 people serving clients in more than 120 countries, Accenture drives innovation to improve the way the world works and lives. Visit us at www.accenture.com.

Accenture Digital, comprised of Accenture AnalyticsAccenture Interactive and Accenture Mobility, offers a comprehensive portfolio of business and technology services across digital marketing, mobility and analytics. From developing digital strategies to implementing digital technologies and running digital processes on their behalf, Accenture Digital helps clients leverage connected and mobile devices; extract insights from data using analytics; and enrich end-customer experiences and interactions, delivering tangible results from the virtual world and driving growth. To learn more about Accenture Digital, follow us @AccentureDigi and visit www.accenture.com/digital.

Forward-Looking Statements

Except for the historical information and discussions contained herein, statements in this news release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “positioned,” “outlook” and similar expressions are used to identify these forward-looking statements. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied. These include, without limitation, risks that: the transaction might not achieve the anticipated benefits for Accenture; Accenture’s results of operations could be adversely affected by volatile, negative or uncertain economic conditions and the effects of these conditions on the company’s clients’ businesses and levels of business activity; Accenture’s business depends on generating and maintaining ongoing, profitable client demand for the company’s services and solutions including through the adaptation and expansion of its services and solutions in response to ongoing changes in technology and offerings, and a significant reduction in such demand or an inability to respond to the changing technological environment could materially affect the company’s results of operations; if Accenture is unable to keep its supply of skills and resources in balance with client demand around the world and attract and retain professionals with strong leadership skills, the company’s business, the utilization rate of the company’s professionals and the company’s results of operations may be materially adversely affected; the markets in which Accenture competes are highly competitive, and Accenture might not be able to compete effectively; Accenture could have liability or Accenture’s reputation could be damaged if the company fails to protect client and/or company data from security breaches or cyberattacks; Accenture’s profitability could materially suffer if the company is unable to obtain favorable pricing for its services and solutions, if the company is unable to remain competitive, if its cost-management strategies are unsuccessful or if it experiences delivery inefficiencies; changes in Accenture’s level of taxes, as well as audits, investigations and tax proceedings, or changes in tax laws or in their interpretation or enforcement, could have a material adverse effect on the company’s effective tax rate, results of operations, cash flows and financial condition; Accenture’s results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates; Accenture’s business could be materially adversely affected if the company incurs legal liability; Accenture’s work with government clients exposes the company to additional risks inherent in the government contracting environment; Accenture might not be successful at identifying, acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses; Accenture’s Global Delivery Network is increasingly concentrated in India and the Philippines, which may expose it to operational risks; as a result of Accenture’s geographically diverse operations and its growth strategy to continue geographic expansion, the company is more susceptible to certain risks; adverse changes to Accenture’s relationships with key alliance partners or in the business of its key alliance partners could adversely affect the company’s results of operations; Accenture’s services or solutions could infringe upon the intellectual property rights of others or the company might lose its ability to utilize the intellectual property of others; if Accenture is unable to protect its intellectual property rights from unauthorized use or infringement by third parties, its business could be adversely affected; Accenture’s ability to attract and retain business and employees may depend on its reputation in the marketplace; if Accenture is unable to manage the organizational challenges associated with its size, the company might be unable to achieve its business objectives; any changes to the estimates and assumptions that Accenture makes in connection with the preparation of its consolidated financial statements could adversely affect its financial results; many of Accenture’s contracts include payments that link some of its fees to the attainment of performance or business targets and/or require the company to meet specific service levels, which could increase the variability of the company’s revenues and impact its margins; Accenture’s results of operations and share price could be adversely affected if it is unable to maintain effective internal controls; Accenture may be subject to criticism and negative publicity related to its incorporation in Ireland; as well as the risks, uncertainties and other factors discussed under the “Risk Factors” heading in Accenture plc’s most recent annual report on Form 10-K and other documents filed with or furnished to the Securities and Exchange Commission. Statements in this news release speak only as of the date they were made, and Accenture undertakes no duty to update any forward-looking statements made in this news release or to conform such statements to actual results or changes in Accenture’s expectations.

Contacts

OCTO Technology
Nelly Grellier, + 33 1 58 56 10 18
ngrellier@octo.com
or
Accenture
Joanna Vos, + 44 7500 835588
joanna.r.vos@accenture.com
or
Accenture
Francois Luu, + 33 1 53 23 68 55
francois.luu@accenture.com

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Release Summary

Accenture completed the acquisition of a 47.4% shareholding in OCTO Technology.

Accenture