Cap Gemini shareholders have approved the conditions of the Ernst & Young Consulting acquisition
4 May 2000
On May 23, 2000, Cap Gemini shareholders approved the terms of the Ernst & Young Consulting acquisition and the issue of 42.7 million new shares in compensation for the contributed businesses, together with a cash consideration of 375 million Euros.
As announced on February 29th 2000, part of the newly issued shares (10.7 million) have been sold by the Ernst & Young partners in an underwritten secondary offering to French retail investors (at a price of 166 euros per share), and to international institutional investors (at a price of 173 Euros per share), for a total amount raised of 1.85 billion Euros. The final number of shares offered for sale may rise by 1.6 million in order to cover over-allotments, if any.
In addition, the shareholders’ general meeting decided to change the corporate governance of the Group by reverting to a Board of Directors and Executive Committee, appointing 11 Board members (Christian Blanc, Paul Hermelin, Pierre Hessler, Michel Jalabert, Serge Kampf, Ruud van Ommeren, Terry Ozan, Bruno Roger, Ernest-Antoine Selliere, Geoff Unwin and Guy de Wouters), together with two non-voting members (Chris van Breugel and Philip Laskawy).
The Board of Directors, which met immediately after the shareholders’ meeting, elected Serge Kampf as its Chairman. Upon the proposal of its Chairman, the Board of Directors appointed 4 Group Managing Directors : Geoff Unwin, Chief Executive Officer, Paul Hermelin, Chief Operating Officer, Pierre Hessler and Terry Ozan. The Executive Committee will have 8 members : the 4 Group Managing Directors and 4 Group Vice Presidents : Hubert Giraud, Mark Hauser, Frédéric Lemoine and Dale Wartluft.
Finally, the shareholders’ meeting modified the terms of the authorization to buy back the Company’s shares to take account of current market conditions, setting a maximum price for purchase of 350 Euros (instead of 400) and a minimum price for sale of 150 Euros (instead of 200).
The new Group, one of the world’s leading management consulting and information technology services companies, had 1999 pro forma revenues of 7.7 billion Euros with a combined workforce of 57,000. The new Group has broad geographic coverage (37% of turnover in North America and 59% in Europe) and well-balanced industry sector expertise telecommunications, financial services, life sciences and particular strengths in e-business.
The Cap Gemini securities referred to above have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
