Randstad France launches friendly cash tender offer to Ausy shareholders
Randstad France ("Randstad"), a wholly owned subsidiary of Randstad Holding nv ("Randstad Holding"), has announced an agreement to launch a friendly cash tender offer to the shareholders of Ausy.
Randstad will offer € 55.00 in cash per Ausy share. The company says the offer will also target the outstanding Ausy ORNANE at € 63.25 (plus accrued interests) per ORNANE and the outstanding Ausy BSAAR at € 39.10 per BSAAR.
The intended offer represents for the shareholders of Ausy a premium of:
* 27.6% on the last closing share price prior to announcement
* 20% to the volume-weighted average share price of Ausy’s shares on Euronext Paris during the last six months prior to announcement; and
* 26.9% to the volume-weighted average share price of Ausy’s shares on Euronext Paris during the last twelve months prior to announcement.
Randstad claims that the offer price implies a multiple of c.10 times the expected Ausy 2016 Operational Result (Enterprise Value of c.€ 420m).
The offer project will be filed after regulatory clearances and will be subject to a minimum acceptance rate of 65% in voting rights in Ausy on a fully diluted basis. Should the legal and regulatory conditions be met, Randstad says the offer would be followed by a squeeze out of the above-mentioned equity securities. The offer should open during the last quarter in 2016.
The main shareholders VNFF, Jean-Marie Magnet, Philippe Morsillo, Fabrice Dupont, Gérald Fillon, Georges Pelte and HISAM who are acting in concert towards Ausy and represent in aggregate 40.3% of the share capital and 44.0% of the voting rights in Ausy, have already irrevocably committed to tender their securities to the Offer.
On 20th June 2016, the board of directors of Ausy unanimously welcomed the offer project and has in accordance with the AMF general regulation appointed FINEXSI as independent expert for the purpose of preparing a report on the financial terms of the offer.
The filing of the Offer project is subject to the prior French foreign investment control clearance, the E.U and U.S merger control clearances and the clearance from the Luxembourg financial sector supervisory authority (Commission de Surveillance du Secteur Financier).
Ausy is a French-based international consulting and engineering firm in advanced technologies. In 2015, the Ausy group generated revenues of € 394m and had over 4,500 employees active in ten countries, most of which in France, Germany, USA and Belgium. The activity is balanced between management of information systems and outsourcing R&D.
Randstad and Ausy state that they will jointly explore the future development of these businesses, combining Ausy’s strong management team and know-how with Randstad’s financial strength and international expertise and footprint.
Jacques van den Broek, CEO of Randstad Holding nv, commented, “We are excited to welcome Ausy in the Randstad Group. Their IT and Engineering capabilities are a great addition to our existing business in the various geographies. I am sure that this agreement will provide additional growth opportunities for all. We look forward to making this combination a success.”
Philippe Morsillo, CEO of Ausy, said, “The management of Ausy is excited to join Randstad, a global leader in HR services. Randstad will provide Ausy with the necessary support to pursue its growth.”