PARIS, FRANCE: The shareholders of Artefact entered into exclusive negotiations regarding a potential acquisition by Ardian Expansion of 17.811 million ordinary shares (controlling block), representing 52.09% of the share capital and 52.09% of voting rights of Artefact, for a price of 7.8 euros per ordinary share, a news release said.
As part of the acquisition of the controlling block, certain selling shareholders would also transfer to Ardian Expansion 20,000 shares purchase options (bons de souscription d’actions) representing all of the shares purchase options issued by Artefact, for a price of 1,190 euros per shares purchase option.
The price of 7.8 euros per ordinary share values 100% of the share capital and voting rights of Artefact at 328.9 million euros (on a fully diluted basis) and reflects a premium of 42.34% compared to the last closing price before the announcement of the entry into exclusive negotiations (July 23, 2021), of 60.56% compared to volume-weighted average closing price over the last three months and of 85.95% compared to the volume-weighted average closing price over the last six months.
The conclusion of definitive agreements in respect of the transfer of the Controlling Block and the shares purchase options will take place following the completion of the information and consultation procedure of Artefact’s works council (comité social et économique).
The completion of the transfer of the Controlling Block and the shares purchase options are subject to the approval of the German and Austrian competition authorities.
The Board of Directors of Artefact, in a meeting on July 25, 2021, unanimously approved the potential transaction.
Following the completion of the acquisition of the Controlling Block and the shares purchase options, Ardian Expansion will be required to file a mandatory simplified cash tender offer for the remaining share capital of Artefact at the same price of 7.8 euros per ordinary share.
In the event that the threshold for a squeeze-out is reached following the Offer, Ardian Expansion intends to request the implementation of a squeeze-out of the remaining not tendered Artefact securities pursuant to applicable French laws and regulations.
The Board of Directors of Artefact decided on July 25, 2021, upon recommendation of an ad hoc committee set up for this purpose, to appoint in accordance with the provisions of Article 261-1 I, 1°, 2°, 4° and II of the AMF’s General Regulation, Accuracy, represented by Mr. Henri Philippe, as independent expert mandated to produce a report on the financial conditions of the Offer and any squeeze-out and to present its conclusions in the form of a fairness opinion.
The Board of Directors of Artefact will issue its reasoned opinion on the interest of the Offer and its consequences for Artefact, its shareholders and its employees, in particular in the light of the conclusions of the independent expert’s report.
The independent expert’s report and the Board of Directors of Artefact’s opinion will be included in the draft Offer response document prepared by Artefact and filed with the AMF for its approval pursuant to its General Regulation. The transfer of the Controlling Block and of the shares purchase options and the subsequent filing of the Offer could take place during the second half of 2021. Artefact will keep the market informed of any significant developments regarding the potential transaction.
Following the completion of the potential transaction, Artefact would continue to be managed by the co-founders of Artefact, Mr Vincent Luciani and Mr Guillaume de Roquemaurel, who made the following statement in respect of the potential transaction: “We’re proud of the incredible path we’ve travelled together, from the founding of Artefact in 2014 as a French start-up to our rapid international expansion after 2017. We owe our success to all Artefactors, and to those who have invested in us from the very beginning. Today is a great day for Artefact! We are extremely honoured to launch this third phase with Ardian Expansion, and we believe they are the perfect partner for our future growth. We are delighted that the Ardian Expansion team has placed their trust in us to build the next global champion in data & digital.”
Leveraging its significant experience in growth acceleration through its global footprint, Ardian Expansion would support Artefact to enter its next phase of business development, notably through international expansion, including strengthening its presence in Europe, in Asia Pacific and the US, through the hiring of senior talented people and top-notch data experts, as well as strategic acquisitions.
Artefact is a new generation of end-to-end data services company, specialising in data consulting and data & digital marketing, dedicated to transforming data into business impact and tangible results across the entire value chain of organisations.