Gfi and Realdolmen, a leading IT provider in Belgium and Luxembourg, announce today the signing of a transaction agreement, pursuant to which Gfi will file with the Financial Services and Markets Authority (FSMA) in the following days a voluntary and conditional takeover bid in cash for the shares of Realdolmen, at the price of €37.00 per share.
Strategic rationale for the transaction
Realdolmen is a single-source IT integrator supporting clients through the complete ICT-lifecycle, combining support services in both infrastructure and applications with product offerings. Its main divisions are IT & business consulting services and IT business support with a focus on upper SMEs. With around 1,250 highly trained employees, Realdolmen provides services to over 1,000 customers in Belgium and Luxembourg.
With this transaction, Gfi Informatique aims to strengthen its footprint in Belgium and Luxembourg, in line with its international expansion strategy. It will fully rely on Realdolmen’s management and employees to further develop a platform for the Benelux.
Gfi Informatique intends to focus on business continuity and develop joint actions in services offerings by leveraging both companies’ solutions.
Main terms of the transaction
The proposed transaction is a voluntary and conditional takeover bid in cash for all outstanding shares and warrants of Realdolmen at a price of €37.00 per share and an equivalent price per warrant.
The proposed share bid price represents a premium of 11% compared to Realdolmen’s last closing price on 22nd February 2018, and a premium of 22% and 28% compared to the volume weighted average share price over 3 months and 6 months, respectively.
The proposed price corresponds to a transaction value of around €196 million.
The offer will be conditional to Gfi Informatique holding more than 75% of Realdolmen’s fully diluted share capital and more than 75% of the voting rights.
Consistent with its fiduciary duties and subject to review of the final bid prospectus, the bid is unanimously supported by Realdolmen’s board of directors.
Furthermore, the board of directors will provide its formal response to the proposed takeover bid in a memorandum of reply in accordance with the applicable legal provisions
A group of entities and persons affiliated to the Colruyt family and QuaeroQ CVBA, long-term shareholders of Realdolmen representing together 21.94% of its share capital have executed with Gfi Informatique an undertaking to tender their shares to the offer. Realdolmen will not tender its 3,192 treasury shares to the offer.
After the close of the bid, Gfi Informatique intends to launch a simplified squeeze-out bid, if the conditions for such a squeeze-out bid are met.
“With the support of Realdolmen executive leadership, the combination of our respective operations and our complementary portfolios gives us the potential to create a mid-market champion in Europe”, declared Vincent Rouaix, Chairman and Chief Executive Officerof Gfi Informatique.
Henri Van Engelen, Chairman of Realdolmen’s Board of Directors: “After the successful transformation of Realdolmen we are excited with the opportunity to continue our journey as a member of a leading European IT services company. It will allow us to leverour complementary portfolios and build on Realdolmen’s strengths to serve mid-size companies. The price offered represents a significant premium on the historical share price of the company”.
Marc De Keersmaecker, General Manager of Realdolmen: “For our employees, customers and partners these combined forces open up access to a new and scaled-up international ecosystem, allowing them to further realize their goals, their ambitions and their potential”.
This communication does not constitute a formal notification of a voluntary public takeover bid, an offer, or a solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only in compliance with and by means of a prospectus approved by the FSMA according to the Belgian Law dated 1 April 2007 relating to public takeover bids. This communication is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful. Any non-compliance with these restrictions may constitute a breach of financial laws and regulations in such jurisdictions. Gfi Informatique expressly disclaims any liability for such a breach of these restrictions by anyone. The items in this press release other than historical facts are estimates. They do not constitute guarantees because of the inherent difficulties in forecasting results. Actual results may differ considerably from explicit or implicit forecasts.