Press release 26 January 2018 Altran's shareholders approve the proposed capital increase accompanying the acquisition of Aricent The proposed acquisition of Aricent will achieve the goal of creating an undisputed leader in engineering consulting ...
|26 January 2018|
Altran's shareholders approve the proposed capital increase accompanying the acquisition of Aricent
The proposed acquisition of Aricent will achieve the goal of creating an undisputed leader in engineering consulting and R&D services.
The extraordinary General Assembly, chaired by Dominique Cerutti, Chairman and CEO of Altran, was convened today at the Company's head office in Neuilly-sur-Seine. The quorum was established at 65,552%.
The Company's shareholders expressed strong support for a proposed capital increase in the amount of 750 million euros, the net proceeds of which are to be used for a partial early repayment of the debt incurred by the Company in the context of the acquisition of Aricent.
The result of the votes on each of the resolutions submitted to the approval of the shareholders was as follows:
o First resolution: 93,98%
'Delegation of authority to the board of directors to issue ordinary shares, while maintaining shareholders' preferential subscription rights for the purpose of the early repayment of part of the bank debt contracted by the Company in the context of the acquisition of Aricent.'
o Second resolution: 96,34%
'Delegation of authority to be given to the board of directors to proceed with capital increases reserved for employees of the Company and of companies of the Altran Group which are members of a company savings plan, without preferential subscription rights.'
o Third resolution: 93,97%
'Overall limit of issuance authorizations with or without preferential subscription rights.'
o Fourth resolution: 99,95%
'Powers for formalities'
The approval of Altran's shareholders is another important step in the context of Altran's acquisition of Aricent, following the completion of proceedings for information and consultation of employee representative bodies (in France, Germany, Spain and the Netherlands), the approval from antitrust authorities in the United States and Germany, and the launch of loan syndication to cover the majority of the new financing.
Altran's management reiterates its confidence that they will bring this operation to a successful conclusion by the end of first quarter 2018, in line with expectations.
Altran will publish its annual results for 2017 on 28 February 2018, and will unveil a new strategic plan at mid-year as part of an Investor Day.
As a global leader in Engineering and R&D services (ER&D), Altran offers its clients a new way to innovate by developing the products and services of tomorrow. Altran works alongside its clients on every link in the value chain of their project, from conception to industrialization. For over thirty years, the Group has provided its expertise to key players in the Aerospace, Automotive, Defence, Energy, Finance, Life Sciences, Railway, and Telecom sectors, among others. In 2016, the Altran group generated revenues of €2.120bn. With a headcount of more than 30,000 employees, Altran is present in more than 20 countries. www.altran.com
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This press release includes certain projections and forward-looking statements. Such information is sometimes identified by the use of the future tense, the conditional mood and forward-looking terms such as "think," "aim," "expect," "intend," "should," "has the ambition of," "consider," "believe," "wish," "could" and so forth. This information is based on data, assumptions and estimates that Altran considers reasonable. Actual results could differ materially from those projected or forecast in the forward-looking statements, in particular due to the inability of Altran to achieve expected synergies or to successfully integrate Aricent, to uncertainties inherent to any business activity and to the economic, financial, competitive and regulatory environment. All forward-looking statements contained in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to in this disclaimer. Each forward-looking statement speaks only as at the date of this press release. Altran makes no undertaking to update or revise any information or the objectives, outlook and forward-looking statements contained in this press release or that Altran otherwise may make, except pursuant to any statutory or regulatory obligations applicable to Altran. Persons receiving this document should not place undue reliance on forward-looking statements.
Readers should consult the registration document of Altran, registered with the Autorité des marchés financiers (the "AMF") under no. D. 17-0223 on 24 March 2017 (the "Registration Document"), which is available free of charge from the AMF's website at www.amf-france.org and from Altran's website at www.altran.com/us/en/finance/regulated-information. The Registration Document includes a detailed description of Altran, its business, strategy, financial condition, results of operations and risk factors. Readers' attention is drawn to Chapter 4 "Risks" of the Registration Document. The materialization of all or any of these risks may have an adverse effect on Altran's operations, financial conditions, results or objectives, or the market price of Altran shares.
This press release does not constitute an offer to acquire, purchase, subscribe for, sell or exchange (or the solicitation of an offer to acquire, purchase, subscribe for, sell or exchange), any securities in any jurisdiction.
Any offer of Altran securities may only be made in France pursuant to a prospectus having received the visa of the AMF or, outside of France, pursuant to an offering document prepared for such purpose in accordance with applicable laws. Any investment decision shall only be made on the basis of such prospectus and/or offering document.
This press release does not constitute an offer or a solicitation to sell or subscribe requiring a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and Council dated 4 November 2003, as amended, in particular by Directive 2010/73/EU in the case where such directive was implemented into law in the member States of the European Economic Area (together, the "Prospectus Directive"). This press release is not a prospectus within the meaning of the Prospectus Directive or otherwise.
This press release does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. Any securities offered in any capital increase will not be registered under the U.S. Securities Act of 1933 and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not intend to undertake a public offering of its securities in the United States.
This press release includes only summary information and does not purport to be comprehensive. No representation, warranty or undertaking, express or implied, is made by Altran as to, and no reliance should be placed on the completeness of the information and/or opinions contained herein or in any connected written or oral communications.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: ALTRAN TECHNOLOGIES via Globenewswire
Source(s) : ALTRAN TECHNOLOGIES
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