Great success of the friendly public tender launched by Bridgepoint, in cooperation with General Atlantic and shareholders of the management, for Esker shares

Reopening of the offer from 17 to 30 January 2025

LYON, France–(BUSINESS WIRE)–Esker:

• Esker (EPA:) shareholders show strong support for the Offer by tendering their shares in large numbers during the initial Offer period.
• Boréal Bidco will hold 74.62% of the share capital and at least 74.49% of the voting rights of Esker at the end of the first offer period. The offer has a positive outcome.
• Settlement-delivery of initial offer on January 24, 2025.
• The Offer will be re-opened from 17 to 30 January 2025 under the same conditions, at a price of EUR 262 per share, to allow minority shareholders who did not tender their shares in the Offer to do so during the re-offer.

Bid results

4,187,880 Esker shares were offered in a public tender initiated by Boréal Bidco SAS (Boréal Bidco or Bidder) for shares of Esker (the Offer), which represents 68.79% of the shares and at least 64.83% of the company’s voting rights. In total, taking into account the shares offered in the Offer and the Esker shares equal to the shares held by the Offeror in accordance with applicable regulations, the (effective and assimilated) share in Boréal Bidco amounts to 74.62% of the share capital and at least 74.49% 1 of voting rights of Esker at the end of the first offer period.

Upon settlement-delivery of this initial offer period, Boréal Bidco is expected to retain, in particular taking into account the in-kind contribution of 23,419 shares by Group executives, the loss of double voting rights related to the shares contributed in-kind by concert members, and assimilation of 143,474 own shares owned by Esker, 77.36% of capital and at least 76.37% of voting rights of Esker.

The conditions related to reaching the threshold of mandatory acceptance and the threshold of voluntary withdrawal have been met, and the Offer has a positive outcome.

Notification of results (avis de résultat) published by the AMF on January 14, 2025 is available on the AMF website (www.amf-france.org).

Settlement-delivery of the Offer will take place on January 24, 2025.

Reopening of the offer

In accordance with the provisions of Article 232-4 of the general regulation of the AMF, the Offer will be reopened from January 17 to January 30, 2025 under the same conditions as stated in the offer document that received AMF visa no. 24-495 of November 22, 2024, specifically the Offer price of €262 per Esker share to allow minority shareholders who have not yet tendered their shares in the Offer to do so during the re-opened Offer.

This price reflects a 30.1% premium to the unchanged share price of €201.40 on August 8, 2024 (i.e. the date before the announcement of the possible transaction) and premiums of 37.2%, 43.6% and 62.4%, respectively, in relation to the volume-weighted average share prices during the periods of 3, 6 and 12 months prior to that date.

If at the end of the re-opened offer, the legal requirements are met, the Offeror will request the implementation of the squeeze-out procedure.

In connection with the repeated offer, the Offeror will bear the brokerage fee and the corresponding VAT for the shareholders who offer their shares, if any, up to a limit of 0.3% (without VAT) of the amount of the order, with a maximum of € 100 (including VAT) upon request.

Holders of bearer or registered shares are urged to contact their financial intermediary (bank, broker, life insurer, etc.) to obtain a Reopened Offer Response Form (also mailed). It is also possible for the relevant financial intermediaries to accept tender orders in the reopened offer via the Internet or by telephone.

Clean registered shareholders should have received an offer response form from Uptevia, Esker’s manager of clean registered shares, which they should return by email to ost.optionnelles.registre@uptevia.com. Registered shareholders who have not received the reply form can contact Uptevi via e-mail at the same address or by telephone (from France: 08 00 00 75 35 (toll-free); from abroad: +33 1 49 37 82 36).

The bidding process and centralization of the reopened bid will be identical to those applicable to the bid, but it is stated that the bidding orders for the reopened bid will be irrevocable.

DF King Ltd acts as information agent for institutional shareholders of Esker (contact: Mr David Chase Lopes, Director, EMEA, david.chaselopes@dfkingltd.co.uk).

Information and documentation relating to the Offer are available free of charge on the websites of Esker (www.esker.fr), Bridgepoint (www.bridgepoint.eu/shareholders/Sep-2024-microsite) and AMF (www.amf-france .org ).

About ESKER

Esker is the global authority on AI-based business solutions for the Office of the CFO.

By leveraging the latest automation technologies, Esker’s Source-to-Pay and Order-to-Cash solutions optimize working capital and cash flow, improve decision-making and foster better collaboration and human relationships with customers, suppliers and employees.

Esker operates in North America, Latin America, Europe and Asia Pacific with global headquarters in Lyon, France and US headquarters in Madison, Wisconsin. Listed on Euronext (EPA:) With growth in Paris (ISIN code FR0000035818), the company has achieved sales of 178.6 million euros in 2023, of which more than 2/3 outside France.

ABOUT BRIDGEPOINT

Bridgepoint, listed at London Stock Exchange (LON:), is a leading alternative asset manager specializing in private equity, infrastructure and private credit.

With more than €67 billion in assets under management and more than 200 investment professionals located in Europe, North America and Asia, Bridgepoint combines global scale with local market knowledge and sector expertise. Bridgepoint invests in companies operating in resilient growth sectors, managed by ambitious teams.

The group has been present in France for more than 35 years, where it has one of the largest investment teams and a track record of significant technology deals, with Casta, Sinari, Breva, Kyriba, Calypso, eFront and more recently LumApps. Bridgepoint also recently acquired an asset management company Nexity (EPA:), a company listed on Euronext.

www.bridgepoint.eu

ABOUT GENERAL ATLANTIC

General Atlantic is a leading global growth investor with more than four decades of experience in providing capital and strategic support to more than 520 growing companies throughout its history.

Founded in 1980, General Atlantic continues to be a dedicated partner to visionary founders and investors seeking to build dynamic businesses and create long-term value. Driven by the belief that entrepreneurs can be incredible agents of transformational change, the company combines a global collaborative approach, sector-specific expertise, a long-term investment horizon and a deep understanding of growth drivers to partner with and scale innovative businesses around the world. The firm leverages its patient capital, operational expertise and global platform to support a diversified investment platform spanning equity growth, credit, climate and sustainable infrastructure strategies.

General Atlantic manages approximately $100 billion in assets under management, including all strategies, as of October 1, 2024, with more than 900 professionals in 20 countries across five regions. For more information about General Atlantic, visit: www.generalatlantic.com.

WARNING

This press release does not constitute an offer to purchase securities. Any decision regarding the Offer must be based solely on the information contained in the Offer documents.

This press release has been prepared for informational purposes only. Distribution of this press release, offers and acceptance thereof may be subject to special regulations or restrictions in certain countries. The offer is not intended for persons subject to such restrictions. Accordingly, persons in possession of this press release are required to inquire about and comply with any local restrictions that may apply. Bridgepoint, General Atlantic and Esker assume no responsibility for any violation of these restrictions by anyone.

The Offering is intended to be opened in the United States pursuant to Section 14(e) of the US Securities Exchange Act of 1934, as amended ( US Exchange Act), including Regulation 14E after the application of the exemption provided by Rule 14d-1(d) of the US Exchange Act (Level II exemption) and the requirements of French law.

1 The stated percentage of voting rights takes into account the double voting rights associated with 280,400 shares of Mr. Jean-Michel Bérard, Mr. Emmanuel Olivier and Mr. Jean-Jacques Bérard, who act together and be a contribution in kind during the settlement-delivery of the offer.

See the original version on businesswire.com: https://www.businesswire.com/news/home/20250115657412/en/

Esker
Media contacts:
Esker – Emmanuel Olivier
emmanuel.olivier@esker.com
+33472834646

News РH̩l̬ne de Watteville
hdewatteville@actus.fr
+331536736 33

Bridgepoint
Media contacts:
Charlotte Le Barbier
clebarbier@image7.fr
+33678372760

General Atlantic
Media contacts:
Emily Japlon and Sara Widmann
media@generalatlantic.com

Source: Esker