Jeantet advises SII Goes On and Société pour l’Informatique Industrielle (SII) in the context of the proposed simplified tender offer for SII shares to be launched by SII Goes On

 

Paris, 15 December 2023 – Jeantet advises Société pour l’Informatique Industrielle (SII), a leading international group in engineering, technology consulting and digital services, listed on Euronext Paris, with a sales turnover of one billion euros during its last financial year, and SII Goes On, a company created for the purposes of the transaction and controlled by the family of Bernard Huvé (founder and chairman of the supervisory board), in connection with the proposed simplified tender offer for SII shares to be launched by SII Goes On, acting in concert with the family of Bernard Huvé, the members of the management board of SII and funds managed or advised by Blackstone Tactical Opportunities Advisors LLC.

On 12 December 2023, SII Goes On, the family of Bernard Huvé, the members of the management board of SII and funds managed or advised by Blackstone Tactical Opportunities Advisors LLC entered into an investment agreement in connection with the contemplated acquisition of the entire share capital of SII by way of a simplified tender offer (OPAS) initiated by SII Goes On, which will be followed, if conditions are met, by a squeeze-out and the delisting of SII shares from the regulated market of Euronext Paris.

As a result of the conclusion of the investment agreement (and the resulting action in concert), the concert has crossed the thresholds of 30% of the share capital and voting rights of SII, requiring SII Goes On (acting on behalf of the concert) to file a proposed OPAS for the outstanding SII shares, at a price of €70.00 per SII share (representing a premium of 32.3% over the SII share price at the close of trading on 8 December 2023, the last trading day before the transaction was announced).

Prior to the filing of the proposed OPAS, SII Goes On will complete (i) the acquisition of 3.39% of SII’s share capital from the family of Bernard Huvé and from the chairman of the management board of SII and (ii) a share capital increase in consideration for contributions in kind, by the family of Bernard Huvé and by all members of the management board, of SII shares representing 48.59% of SII’s share capital.

The family of Bernard Huvé and SII executives have wished to be accompanied by a professional financial partner to deliver the business plan over the coming years and be able to seize development opportunities while easing regulatory and administrative constraints and the costs associated with a listing. The transaction would also offer immediate liquidity to minority shareholders at an attractive price, provide the family of Bernard Huvé and SII executives with an additional stake in SII’s share capital, and efficiently organize the generational renewal of the majority shareholding (in particular through donations of SII shares from Bernard Huvé to his children), while completing a partial sale to finance the corresponding tax costs.

The Offer will be financed by a syndicated bank loan and an equity and quasi-equity investment from funds managed or advised by Blackstone Tactical Opportunities Advisors LLC.

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