Introduction of exclusive negotiations between major CAST shareholders and a company controlled by Bridgepoint SAS for the acquisition of a controlling stake in CAST by Bridgepoint Development Capital, followed by a mandatory simplified takeover bid and, if conditions are met, a foreclosure
- Financière Da Vinci, a company set up for this purpose by Bridgepoint SAS and which will be controlled by Bridgepoint Development Capital, a 65% stake in CAST, is planned to be acquired from the company’s major shareholders.
- The share price is € 7.55 (1), a premium of 27% compared to the average daily closing price weighted on 17 May 2022, 59% compared to the last 60 calendar days and 68% compared to the last 90 calendar days .
- The CAST Board of Directors welcomed the proposed agreement.
Paris, May 18, 2022 – CAST (Euronext – FR0000072894 – CAS), a pioneer and market leader in Software Intelligence, and its main shareholders – DevFactory (which owns about 27.4% of the capital), Crédit Mutuel Equity SCR (which owns about 17.1% of the capital), Long Path. Holdings 2, LP (which owns approximately 10.4% of the capital), as well as Mr. Vincent Delaroche (who owns approximately 10.1% of the capital), founder, chairman and CEO of CAST – announce that they have joined the exclusive negotiations with Financière Da Vinci, a simplified joint stock company in the process of registration, which is controlled by Bridgepoint SAS on the date of this Agreement and then, after registration, by Bridgepoint Development Capital (” BDC “), May 18, 2022 for the acquisition of Financière Da Vinci by transfer and in-kind contributions of 11,767,461 CAST shares (” Control unit “), representing 65% of the capital of CAST, at a price of 7.55 euros per share, increased by an additional price of 0.30 euros per share, in the event that the threshold for the realization of a squeeze of 90% is eventually reached. public offer, which will be the next after the sale of the Control Unit (” Acquisition of the Block “).
Along with BDC, Mr. Vincent Delaroche and Long Path Holdings 2, LP will continue to support the development of CAST, as well as certain management shareholders who will transfer part of their shares to Financière Da Vinci (about half of it in Mr. Vincent Delaroche’s case and his full interest in case of Long Path Holdings 2, LP), the latter has already agreed to purchase them.
Price 7.55 euros per share estimates 100% of the capital and voting rights of CAST at approximately 139 million euros (on a completely diluted basis (2)). This price externalizes premiums of 27% compared to the average daily closing price weighted on May 17, 2022, 59% compared to the last 60 calendar days and 68% compared to the last 90 calendar days.
The final agreements on the Acquisition of the Bloc will be concluded in accordance with the information and consultation procedure of the Social and Economic Committee (CSE) CAST.
Completion of the proposed block acquisition is subject to the usual conditions that exist for this type of transaction, indicating that this will not require the permission of the regulator.
BDC, Long Path Holdings 2, LP and Mr. Vincent Delaroche will also enter into a shareholder agreement, which provides, inter alia, rules governing their relationship, including the liquidity of shares in Financière Da Vinci and its management.
If the package acquisition is completed, Financière Da Vinci will be required to launch a simplified public purchase offer in order to acquire the balance of the CAST shares (” Offer ») At the same price of 7.55 euros per share.
In the event that the withdrawal limit is exceeded at the end of the Offer, Financière Da Vinci will require the withdrawal procedure in accordance with applicable law and regulations and will pay all shareholders who put their shares up for offer with an additional price of EUR 0.30 per share, with redemption carried out at a price of 7.85 euros per share. The price of 7.85 euros shows a surcharge of 32% compared to the daily weighted average closing price on May 17, 2022, 65% compared to prices for the last 60 calendar days and 75% compared to prices for the last 90 calendar days.
At its meeting on May 17, 2022, the CAST Board of Directors welcomed the proposed agreement without prejudice to the reasoned opinion of the Board of Directors on the Offer, which will be made public upon receipt of the expert’s opinion. Independent, responsible for confirming the fairness of the Offer and any further withdrawal.
To this end, the Board of Directors has established a committee composed of Mr. Vincent Delaroche, Mr. Paul Camille Benz and Ms. Marie David, who will be responsible, inter alia, for (i) recommending an independent expert to the Board of Directors who will be responsible for appointments. by the Financial Markets Authority (” Ministry of Foreign Affairs “) in accordance with Articles 261-1-1 I and III of its General Rules), (ii) supervise the work of the expert and (iii) prepare a draft reasoned opinion on the interest of the Offer and its implications for CAST, its shareholders and employees.
Acquisition of the Block and submission of the Offer to AMF should take place at the beginning of the second half of 2022.
Following the proposed agreement, Mr. Vincent Delaroche will continue to manage the Company as Chairman of the Board of Financière Da Vinci and Chairman and Chief Executive Officer of CAST.
BDC intends to acquire CAST through Financière Da Vinci to support the development of the software intelligence market over the next decade. This investment will enable the CAST management team to significantly accelerate its growth and reputation by launching a new phase of its transformation plan, focusing on the most promising applications, such as cloud software migration, automated document storage, allowing companies to better control their business. -Additions or even control software risks that affect property rights or operational rights, cybersecurity or quality. CAST will continue to sell its technology in North and Latin America, Europe and Asia through its strategic partners and through direct sales, accelerating the transition of its business model to an annual subscription. BDC intends to maintain the independence of CAST and is fully committed to taking this unique and innovative entrepreneurial project to the next level with the ultimate goal of widespread adoption of Software Intelligence as an important element of technical ownership of software systems.
Olivier Nemsgern, partner in charge of BDC in France declares: “In addition to our attractiveness in the Software Intelligence market, which is critical, has strong growth potential and a dynamic base, these are technologies and unique software platforms developed by CAST, as well as Vincent Delaroche’s strategic vision. and his teams that stood out in our eyes. We firmly believe in the ambitious CAST development and transformation project and look forward to supporting the management team in its implementation. »
CAST’s share price was suspended on May 18, 2022, trading will resume when the markets open on May 19, 2022.
About CAST :
CAST is a pioneer and market leader in software intelligence, providing insight into the structural state of software assets. CAST technology is recognized as the most accurate “MRI for software”, which provides a practical idea of software composition, architecture, database structure, critical flaws, quality levels, cloud readiness and performance. CAST technology is used by thousands of leading digital leaders around the world to make objective decisions, accelerate the modernization of their systems, and increase the security and resilience of critical software.
For more information: www.castsoftware.com
About Bridgepoint and BDC :
With a team of 35 investment professionals in Europe (including 12 in Paris), Bridgepoint Development Capital (BDC) is one of the few mid-cap investors able to support ETI’s international development with its nine investment offices and task forces. based in New York, San Francisco and Shanghai. BDC is investing between € 40 million and € 150 million in tickets through its latest fund, BDC IV, raised in 2020, which manages more than € 1.7 billion. The BDC portfolio consists 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 2016) year) and 20 Cegos (purchased in 2022).
Bridgepoint Group plc is an internationally registered alternative asset manager dedicated to mid-market companies. With assets of more than € 30 billion, the company has more than 170 investment professionals covering six sectors (business services, consumer goods, financial services, healthcare, high-tech manufacturing and technology) in Europe, the US and China. Bridgepoint invests through four different strategies: mid-cap, mid-cap, growth and credit.
For more information: www.bridgepoint.eu
 Increased by an additional price of 0.30 euros per share in the event that at the end of the Offer, which will follow the Acquisition of the Block, will reach a threshold of 90%.
 Excluding options on shares that are not subject to exercise.