- Project to file a voluntary tender offer to the shareholders of Ausy at € 55.00 per share, € 63.25 (plus accrued interests) per ORNANE and € 39.10 per BSAAR
- Offer premium of 27.6% on the last closing share price and of 26.9% to the volume-weighted average share price of Ausy’s shares on Euronext Paris during the last twelve months prior to announcement
- Shareholders of Ausy representing 40.3% of the share capital and 44.0% of the voting rights have already committed to tender their securities to the offer
- The Board of Directors of Ausy unanimously supports the offer project
- Offer to be filed after regulatory clearances
The offer project
Randstad France ("Randstad"), a wholly owned subsidiary of Randstad Holding nv ("Randstad Holding"), announces an agreement to launch a friendly cash tender offer to the shareholders of Ausy (the "Offer"), subject to prior completion of the regulatory approvals specified below. The shares of Ausy are admitted to trading on Euronext Paris under ISIN FR0000072621.
Randstad will offer € 55.00 in cash per Ausy share. 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[1].
The intended Offer represents for the shareholders of Ausy a premium[2] 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.
The Offer price implies a multiple of c.10 times the expected Ausy 2016 Operational Result (Enterprise Value of c.€ 420 million)[3].
The Offer project will be filed after regulatory clearances and the Offer 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, 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[4] 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 20 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).
Offer rationale
Randstad Holding nv is the world’s second-largest HR services provider with operations in 39 countries, with France being the 2nd most important country in terms of revenues.
Ausy is a French-based international consulting and engineering firm in advanced technologies. In 2015, the Ausy group generated revenues of € 394 million 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 has expressed its ambition to develop its high added value activities within its professional staffing segment which is seen as a structural growth industry. Currently professional staffing makes up some 20% of Randstad’s Group revenues. The intended acquisition of Ausy will allow to broaden the scope in IT and advanced technologies Engineering capabilities. It would approximately add 30% to Randstad’s Continental European Professionals business which today is only active in providing recruitment services.
Randstad and Ausy 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, comments: “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, comments: “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.”
Advisers
Randstad has retained BNP Paribas as financial adviser and presenting bank and Clifford Chance as legal adviser.
Randstad France and Randstad Holding nv in brief
Randstad France is a French simplified and limited liability company (société par actions simplifiée) incorporated under the laws of France, with a share capital of € 137,696,000, having its registered office at 276 avenue du Président Wilson 93200 Saint-Denis, and whose sole identification number is 350 988 051 R.C.S. Bobigny. Randstad Holding nv is a company incorporated under the laws of the Netherlands, with a share capital of € 25,834,958.70, having its registered office at Amsterdam, and whose sole identification number is 33216172.
Randstad Holding nv specializes in solutions in the field of flexible work and human resources services.
Randstad’s services range from regular temporary staffing and permanent placements to Inhouse Services, Professionals, Search & Selection, and HR Solutions. The Group is one of the leading HR services providers in the world, with top-three positions in Argentina, Belgium & Luxembourg, Canada, Chile, France, Germany, Greece, India, Mexico, the Netherlands, Poland, Portugal, Spain, Switzerland, the UK, and the United States as well as major positions in Australia and Japan.
In 2015, the Randstad Group had approximately 29,000 corporate employees and around 4,400 branches and inhouse locations in 39 countries around the world. The Randstad Group generated revenue of € 19.2 billion in 2015. Randstad Holding was founded in 1960 and is headquartered in Diemen, the Netherlands. Randstad Holding nv is listed on Euronext Amsterdam, where options for stocks in Randstad Holding are also traded. For more information, see www.randstad.com.
Ausy in brief
With revenues of € 394 million in 2015 and around 4,500 employees, Ausy is an international consulting and engineering firm in advanced technologies with a business model based on innovation and complementary services between its two core activities: information systems and complex industrial systems.
The shares of Ausy are admitted to trading on Euronext Paris. For more information, see www.ausy.com.
This press release was submitted for publication on 20 June 2016 at 8.45am CET.
Disclaimer
This press release contains certain statements and information that constitute forward-looking statements. All statements (other than statements of historical fact) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are based on current expectations and projections made by Randstad's and/or Ausy's management in light of their respective experience and perception of historical trends, current economic and industry conditions.
These forward-looking statements related to future events are not guarantees of future performance and are subject to inherent risks and uncertainties.
Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including changes in general economic, financial and market conditions and other changes in business conditions, changes in regulations and institutional framework.
This press release does not constitute and cannot be construed as an offer or invitation to purchase any securities of Ausy by Randstad. These statements do not represent investment advice neither a solicitation for the purchase or sale of financial instruments as contemplated by the laws in any country or state.
[1] It is being specified that the exercise period of the BSAAR will end on 20 October 2016.
[2] Source: Datastream.
[3] Based on broker consensus and fully diluted basis.
[4] The concert is made of VNFF, Jean-Marie Magnet, Philippe Morsillo, Fabrice Dupont, Gérald Fillon, Georges Pelte and HISAM (which is controlled by Siparex funds and the Co-Investissement Direct 2 fund and where Jean-Marie Magnet, Philippe Morsillo, Fabrice Dupont, Gérald Fillon are also shareholders).