Implementation of a squeeze-out procedure for the Esker shares
Success of the friendly public tender offer initiated by Bridgepoint, in association with General Atlantic and the management shareholders, for the Esker shares
Esker
Media contacts:
Esker - Emmanuel Olivier
emmanuel.olivier@esker.com
+33472834646
News - Hélène de Watteville
hdewatteville@actus.fr
+331536736 33
Bridgepoint
Media contacts:
Charlotte Le Barbier
clebarbier@image7.fr
+33678372760
General Atlantic
Media contacts:
Emily Japlon, Jess Gill & Sara Widmann
media@generalatlantic.com
Esker:
- Boréal Bidco will hold 92.93% of the share capital and at least 92.68% of the voting rights of Esker at the end of the reopened Offer.
- Settlement-delivery of the reopened Offer on 14 February 2025.
- Implementation, as announced, of a squeeze-out procedure for the Esker shares.
- The price per share paid in the context of this squeeze-out will be equal to the Offer price, i.e., €262 per share.
Success of the reopened Offer
947,693 shares of Esker were tendered to the public tender offer initiated by Boréal Bidco SAS (“Boréal Bidco” or the “Offeror”) with respect to the Esker shares (the “Offer”), representing 15.57% of the share capital and at least 15.46% of the voting rights of the company, as part of its reopening from 17 January to 30 January 2025.
In total, taking into account the shares tendered to the Offer and the Esker shares assimilated to shares held by the Offeror in accordance with applicable regulations, the holding (effective and assimilated) of Boréal Bidco is of 92.93% of the share capital and at least 92.68% of the voting rights of Esker at the end of the reopened Offer, reflecting the success of the Offer with a post-Offer holding level exceeding the thresholds of 90% of the share capital and voting rights of Esker.
The notice of results (avis de résultat) published by the AMF on 4 February 2025 is available on the AMF website (www.amf-france.org).
The settlement-delivery of the Offer will take place on 14 February 2025.
Implementation of a squeeze-out procedure
The conditions required to carry out a squeeze-out being met, the Offeror, in accordance with its intention expressed in the offer document related to the Offer, will soon request the AMF to implement the squeeze-out procedure for the Esker shares it does not hold, which will result in the delisting of the Esker shares from the Euronext Growth Paris market.
The amount of the indemnity paid in the context of the squeeze-out will be equal to the Offer price, i.e., €262 per share, net of all fees.
The trading of the Esker shares has been suspended pending implementation of the squeeze-out.
Jean-Michel Bérard, President and Founder of Esker, stated: “We are delighted with the success of this offer, which represents a major milestone in Esker’s history. Alongside Bridgepoint and General Atlantic, we are equipping ourselves to accelerate our development, further innovate, and strengthen our position as a leader in a rapidly expanding market. This partnership, and the delisting of the company, are fully in line with our ambition to better support our clients and to build, together, the future of Esker.”
Emmanuel Olivier, Chief Operating Officer of Esker, stated: “This is a key milestone in Esker’s history and the beginning of a particularly exciting new chapter ahead of us.”
David Nicault, Partner and Head of Technology at Bridgepoint, stated: “We are very pleased with this very high tender rate, which demonstrates the attractiveness of the offer and the relevance of our project. We are thrilled to be able to bring Bridgepoint’s resources and expertise to Esker to support its development plan in the coming years in a rapidly expanding market.”
Vincent-Gaël Baudet, Partner and Head of Bridgepoint Europe in France, stated: “The success of this offer reflects our ability to gain the trust of all stakeholders and to open new development opportunities for Esker and its teams.”
Gabriel Caillaux, Co-President and Head of General Atlantic’s business in EMEA, stated: “We believe Esker possesses a highly differentiated software solution and has the potential to continue expanding its product offering and international footprint. We look forward to partnering with the team as they open this new chapter of growth.”
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 the AMF (www.amf-france.org).
ABOUT ESKER
Esker is the global authority in AI-powered business solutions for the Office of the CFO.
Leveraging the latest in automation technologies, Esker’s Source-to-Pay and Order-to-Cash solutions optimize working capital and cashflow, enhance decision-making, and drive better collaboration and human-to-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 U.S. headquarters in Madison, Wisconsin. Listed on Euronext Growth in Paris (ISIN code FR0000035818), the company generated sales of €178.6 million in 2023, more than 2/3 of which outside France.
ABOUT BRIDGEPOINT
Bridgepoint, listed on the London Stock Exchange, is a leading alternative asset manager specializing in private equity, infrastructure and private credit.
With over €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 over 35 years, where it has one of the largest investment teams and a track record of landmark technology deals, with Cast, Sinari, Brevo, Kyriba, Calypso, eFront and more recently LumApps. Bridgepoint also recently acquired the Property Management business of Nexity, a Euronext-listed company.
ABOUT GENERAL ATLANTIC
General Atlantic is a leading global growth investor with more than four decades of experience providing capital and strategic support for over 520 growth companies throughout its history.
Established in 1980, General Atlantic continues to be the dedicated partner to visionary founders and investors seeking to build dynamic businesses and create long-term value. Guided by the conviction that entrepreneurs can be incredible agents of transformational change, the firm combines a collaborative global 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 Growth Equity, Credit, Climate, and Sustainable Infrastructure strategies.
General Atlantic manages approximately $100 billion in assets under management, inclusive of all strategies, as of 1 October 2024, with more than 900 professionals in 20 countries across five regions. For more information on General Atlantic, please visit: www.generalatlantic.com.
WARNING
This press release does not constitute an offer to purchase securities. Any decision regarding the Offer must be based exclusively on the information contained in the Offer documents.
This press release has been prepared for information purposes only. The distribution of this press release, the Offer and its acceptance may be subject to specific regulation or restrictions in certain countries. The Offer is not intended for persons subject to such restrictions. Consequently, persons in possession of this press release are required to inquire about any local restrictions that may apply and to comply with them. Bridgepoint, General Atlantic and Esker assume no responsibility for any violation of these restrictions by anyone.
The Offer was opened in the United States in accordance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), including Regulation 14E after application of the exemptions provided by rule 14d-1(d) of the U.S. Exchange Act (the “Tier II” exemption) and the requirements of French law.
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