Bryan, Garnier & Co advises OSIATIS on its successful takeover bid on ESR
Share the transaction
Paris, 4 December 2012 – Bryan, Garnier & Co today announces the completion of the acquisition by OSIATIS, a leading French IT Services listed company, of 100% of ESR, a listed specialist in Telecoms & IT infrastructures. Bryan, Garnier & Co acted as sole financial advisor and presenting bank in the transaction.
Osiatis gained control of 100% of ESR equity capital in a two step transaction structured as a cash injection into ESR to reinforce ESR’s balance sheet and treasury position followed by a take private procedure.
Following the acquisition of a controlling block of more than 62% in September 2012 through the reserved capital increase voted by ESR shareholders, Osiatis launched a mandatory simplified alternative public offer on ESR from October 5th to October 25th. The offer was proposed alternatively either in cash at a price per share of €1.30, or in a mix of cash and equity for €2.90 and 2 Osiatis shares for every 13 ESR shares held.
The cash offer represented a 140% premium over ESR share price the day before the announcement of exclusive discussions between both companies, valuing the target at c. €25m Enterprise Value.
The acquisition rationale of Osiatis in this transaction was to build a market leader in infrastructure services and related applications and to enter the Telecoms segment.
Virginie Lazès, Managing Partner at Bryan, Garnier & Co commented: “we are delighted that Osiatis, one of France’s leading IT companies, relied on our experience to advise them on their public offer on ESR. The successful outcome of the takeover bid demonstrates our capabilities in executing complex transactions on listed companies. Indeed, this is the ninth transaction involving a publicly listed company advised by Bryan Garnier over the last 24 months.”
Christian Finan, Equity Capital Market Director at Bryan, Garnier & Co added: “the acquisition of ESR was a challenging transaction with the objective of acquiring 100% of the capital of a company with a strong fragmented retail shareholding structure (excluding founding shareholder). For this purpose, we have structured a transaction in two steps with the entry into ESR capital by Osiatis through a reserved capital increase, resulting in ex-post control of more than 62% of ESR equity capital followed by a simplified alternative public offer on the remaining outstanding shares.”
For more information, please contact:
Virginie Lazès / Managing Partner – Corporate Finance / +33 1 56 68 75 35 85 / vlazes@bryangarnier.com
Christian Finan / Director – Equity Capital Markets / +33 1 56 68 75 30 / cfinan@bryangarnier.com
Pauline Roux / Senior Analyst – Corporate Finance / + 33 1 56 68 75 24 / proux@bryangarnier.com
About OSIATIS
Osiatis, one of the main French IT services companies, is recognized as a leader in infrastructure services: architecture consulting, engineering tools and Cloud transformation, production and work environment outsourcing, critical systems and networks maintenance. In the application services market, the Group also addresses the specialized segment of infrastructure-related solutions: portals, collaboration, roaming, BI, etc.
About ESR
ESR is a NYSE Euronext listed specialist in Telecoms & IT infrastructures. Founded in 1987, the company is among the main IT and Telecoms Services experts in France. In 2011, ESR recorded sales of 64.4 m€ and had a team of c. 1.000 employees. Via ESR Consulting entity, the group also offers consulting services in information systems strategy thanks to its strong know-how in security, data-storage & filing, networks and telecoms and dematerialization.