SII announced on December 12, 2023 the signing of an investment protocol between (i) the members of the family group of Mr. Bernard Huvé (founder and chairman of the supervisory board of SII), (ii) Mr. Eric Matteucci (chairman of the management board of SII), (iii) the other members of the management board of SII, (iv) the holding company SII Goes On, and (v) the investment fund Blackstone, with a view to filing a draft simplified public tender offer on SII shares, followed by a mandatory squeeze-out if the conditions are met, at a price of 70.0 euros per share.
Prior to the announcement of the OPAS, the Concert, in which the Huvé family group remains predominant, currently holds 53.1% of the Company's capital and theoretical voting rights. In addition, the proposed offer price of €70.0 per share represents a premium of 32.3% on the SII share price at market close on December 8, 2023, the last trading day before the announcement of the transaction, and of, respectively, 40.6%, 47.1% and 41.9% on the volume-weighted average price of the SII share over the last 20, 60 and 120 trading days.
Since its creation and IPO in 1999, SII has grown significantly internationally to become a major provider of engineering and IT services meeting the needs of large groups in order to accelerate their digital transformation and innovation projects. The Huvé family group, the Chairman of the Management Board and the Company's key executives aim to deliver their business plan over the coming years and seize development opportunities while reducing regulatory and administrative constraints and the costs associated with listing. They will be able to rely on the expertise of a leading minority financial partner.
This transaction would also make it possible to offer immediate liquidity to minority shareholders at an attractive price, to re-establish the Huvé family group and the main managers in the capital of the Company, to efficiently organize the generational renewal of the majority shareholding (in particular through donations of SII shares from the founder for the benefit of his children), while carrying out a partial sale to finance the corresponding taxation.
Degroof Petercam (IMAP France) advised the shareholders of SII Goes On and in particular the Huvé family group and the Company's management, confirming once again its expertise in stock market engineering operations, with Banque Degroof Petercam SA acting as presenting bank. Furthermore, Degroof Petercam assisted the Initiator in the context of the bank financing of the transaction and the search for the Financial Investor as well as the management in the context of the implementation of a management package.