(Boursier.com) — The Group 2CRSi announces that it has entered into an agreement with a subsidiary of Source Code, LLC (based in Norwood, MA, USA), an American operator in the IT infrastructure solutions sector, for the sale of its stake in the IT distribution specialist, Boston Limited.
The acquisition of Boston Limited in November 2019 aimed to create significant synergies, both in terms of diversification of its clientele and access to new markets, as well as the net expansion of its positions internationally. The turnover of the 2CRSi Group increased from 65MEUR over the calendar year 2018, to stand at approximately 184MEUR for the financial year ended at the end of February 2023.
However, even if a majority share of the 2CRSi Group’s turnover is generated by Boston Ltd, its integration into the Group has been marked by unexpected operational and logistical challenges induced by component shortages, “Brexit” and the crises of the Covid.
In this context, and convinced that this operation creates value both for Boston and for the historical scope of 2CRSi, the Board of Directors has issued a favorable opinion on this offer to acquire Source Code on Boston Limited.
The operation has already obtained all the necessary authorizations from the competent supervisory authorities. Closing is expected to occur in July 2023.
HAW, holding company of 2CRSi controlled by Mr. Alain Wilmouth, will file with the Autorité des Marchés Financiers a request for a declaration of non-suit for the filing of a public buyout offer within the meaning of article 236-6 2o of the regulations General of the AMF in order to have it noted that this sale does not relate to the main assets of the 2CRSi Group, it being specified that obtaining a statement of non-suit for a public buyout offer does not constitute a condition precedent to completion of the proposed sale.
Refocusing on innovation and production to reconnect with core expertise
The development of the intellectual property created by the Group is the strategy for promoting its products and brands
The manufacture of 2CRSi IT solutions is inspired by its research and development teams based in Strasbourg (FR) and Manchester (UK). These unique products make it possible to reduce the energy and ecological impact of the Cloud, Artificial Intelligence, or even data storage. They have specific competitive advantages thanks to their density, ease of use, performance or lower operational costs (OPEX).
The buyer is committed to commercializing the innovation of 2CRSi products and services. Its own sales forces in the United States, but also those of Boston in Europe, Africa and Australia, will continue the synergies initiated since 2019.
A strengthened financial structure
The proceeds of the sale will be allocated as a priority to reducing debt and strengthening the equity of the 2CRSi Group.
The balance of the acquisition loan, taken out in November 2019, will be fully repaid, i.e. 9 million Euros to BNP Paribas. The lifting of the Boston Ltd securities pledge was subject to this reimbursement.
In addition, this sale also leads to the extinction of the call option and the put option for the 30% shares of the minority shareholders of Boston Ltd, as well as the price supplement planned for the financial year 2022/ 23.
Finally, it will be proposed to the Board of Directors to submit to the vote of the General Meeting of August 31, 2023 an exceptional dividend of 0.20 euro per ordinary share in order to share the fruits of this sale with all the shareholders of 2CRSi. .
In order to take into account the deconsolidation of the Boston sub-group, 2CRSi will present new financial objectives, after the closing of the operation.