Paris, July 21, 2022
– Following the announcement of the proposed acquisition of CAST (Euronext – FR0000072894 – CAS) by Financière Da Vinci, a simplified joint-stock company created for this purpose and controlled by the professional capital investment fund BDC IV FPCI managed by its management company Bridgepoint SAS (“
Bridgepoint
“), broadcast on May 18, 2022, CAST and Bridgepoint announce the completion today of the off-market acquisition by Financière Da Vinci, by way of sales and contributions in kind to the main shareholders of CAST (DevFactory, Crédit Mutuel Equity SCR, Long Path Holdings 2, and Mr. Vincent Delaroche) as well as certain shareholder managers, of a total of 12,223,821 CAST shares representing approximately 66.94% of the capital of its share capital, for a price of 7.55 euros per share which could be increased by a possible additional price (the ”
Acquisition of the Block
“).
In accordance with the general regulations of the Autorité des marchés financiers and more particularly its articles 233-1, 2° and 234-2, Financière Da Vinci will file by the end of the third quarter of 2022 a draft simplified public tender offer compulsory in order to acquire the balance of the shares of CAST (the ”
Offer
“) then proceed to the compulsory withdrawal of CAST in the event that the conditions required for its implementation are met at the end of the Offer (the ”
Mandatory Withdrawal
“). The Offer will be carried out at the same price of 7.55 euros per share increased by a possible additional price of 0.30 euro per share in the event that the Squeeze-Out is implemented.
Within the framework of the Offer, the Board of Directors of CAST has appointed the firm FINEXSI, represented by Mr. Christophe Lambert, as independent expert. The Board of Directors of CAST will issue a reasoned opinion on the Offer after the filing by Financière Da Vinci of the draft Offer and the issuance of its report by the independent expert.
CAST will then file the draft information memorandum in response (including FINEXSI’s report and the reasoned opinion of the Board of Directors).
As a result of the Block Acquisition, the composition of CAST’s Board of Directors has also been modified to take into account the new configuration of its shareholding. The latter is now composed of seven (7) members in total, namely: Bridgepoint SAS, represented by Mrs. Valérie Cayla, Mr. Olivier Nemsguern, Mr. Thomas Moussallieh, Mrs. Marine Mezzadri, Mr. Paul Camille Bentz, Mrs. Marie David and Mr. Vincent Delaroche .
Following the contemplated transaction, Mr. Vincent Delaroche will continue to manage the activities of the CAST group as dedicated Chairman of Financière Da Vinci and Chairman and Chief Executive Officer of CAST.
About CAST
:
CAST is the market leader in Software Intelligence. CAST technology can analyze the internal structure of applications with MRI-like precision by automatically generating actionable insights into their inner workings – composition, architecture, transaction flow, ability to migrate to the cloud, structural flaws , legal and security risks. CAST technology is becoming essential for accelerating cloud modernization, increasing the speed and efficiency of software engineering, better controlling open source risks, and providing accurate technical analysis. CAST operates globally with offices in North America, Europe, India and China.
For more information :
www.castsoftware.com
About Bridgepoint
:
With a team of 35 investment professionals in Europe (including 12 in Paris), Bridgepoint Development Capital (BDC) is one of the few investors in the mid-cap segment able to support the international development of ETIs, thanks to its nine investment offices and operational teams based in New York, San Francisco and Shanghai. BDC invests tickets between €40m and €150m, via its latest BDC IV fund raised in 2020, with more than €1.7bn under management. BDC’s portfolio is made up of 8 companies: Sotralu (acquired in 2014), Anaveo (acquired in 2016), PrivateSportShop and Bee2Link (acquired in 2019), Cyrus and Sendinblue (acquired in 2020), Plug in Digital (acquired in 2021) and Cegos (acquired in 2022).
Bridgepoint Group plc is an international listed alternative asset manager dedicated to middle-market companies. With over €30 billion in assets under management, the firm has over 170 investment professionals spanning six sectors (business services, consumer goods, financial services, healthcare, high-tech manufacturing and technology) in Europe, the United States and China. Bridgepoint invests with four distinct strategies: Mid-cap, Smid-cap, Growth and Credit.
For more information :
www.bridgepoint.eu
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Full and original press release in PDF format:
https://www.actusnews.com/news/75645-ava_cp_closing_cast_21072022.pdf
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