Signature of the block purchase agreement in the context of the contemplated acquisition of CAST by Bridgepoint Development Capital
Paris, May 19, 2022 – In the context of the contemplated acquisition of CAST (Euronext - FR0000072894 - CAS) by Financière Da Vinci, a simplified joint stock company (société par actions simplifiée), controlled by Bridgepoint SAS on the date hereof and then, subsequently, by the Bridgepoint Development Capital (“BDC”) funds, announced on May 18, 2022, CAST and its main shareholders - DevFactory, Crédit Mutuel Equity SCR, Long Path Holdings 2, LP and Mr. Vincent Delaroche, founder and CEO of CAST - announce the signature on May 19, 2022 of the share transfer agreement for 11.767.461 CAST shares (the “Block”) representing 65% of the share capital of CAST, for 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 implementation of the mandatory squeeze-out of 90% would be reached at the end of the mandatory tender offer following the completion of the sale of the Block (the “Block Acquisition”).
The CAST's Social and Economic Committee (CSE) has issued a positive opinion on the Block Acquisition on May 18, 2022.
It is reminded that the completion of the contemplated Block Acquisition is subject to customary conditions precedent for this type of transaction, it being specified that it will not require any regulatory approval.
Following the completion of the Block Acquisition, Financière Da Vinci will launch a mandatory simplified tender offer to acquire the remaining shares of CAST (the “Offer”) at the same price of 7.55 euros per share, plus an additional price of 0.30 euro per share in the event that the 90%
squeeze-out threshold is reached at the end of the Offer.
The Board of Directors of CAST has welcomed the principle of the Offer at its meeting on May 17, 2022 and will promptly appoint an independent expert pursuant to article 261-1 I 2° and 4° and II of the French Stock Exchange Authority (the “AMF”) general regulations in order to attest the fairness of the Offer and, the case may be, the squeeze-out.
CAST has also signed an agreement with Financière Da Vinci to support the Offer in view of its filing following the Block Acquisition.
The Block Acquisition and the filing of the Offer with the AMF are expected to occur early in the second half of 2022.
Following the contemplated transaction, Mr. Vincent Delaroche will continue to manage the Company's activities as President of the special purpose vehicle and CEO of CAST.
CAST is the software intelligence category leader. CAST technology can see inside custom applications with MRI-like precision, automatically generating intelligence about their inner workings - composition, architecture, transaction flows, cloud readiness, structural flaws, legal and security risks. It's becoming essential for faster modernization for cloud, raising the speed and efficiency of Software Engineering, better Open Source risk control, and accurate technical due diligence. CAST operates globally with offices in North America, Europe, India, China.
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 smids-cap investors able to support the international development of small and mid-sized companies, with nine investment offices and operational teams based in New York, San Francisco and Shanghai. BDC invests between €40m and €150m through its latest fund, BDC IV, which was raised in 2020 and has over €1.7bn under management. BDC's 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 2021) and Cegos (acquired in 2022).
Bridgepoint Group plc is a listed international alternative asset manager focused on middle-market companies. With over €32bn of assets under management, the company has over 170 investment professionals covering six sectors (business services, consumer goods, financial services, healthcare, high tech and technology) in Europe, the US and China. Bridgepoint invests with four distinct strategies: Mid-cap, Smid-cap, Growth and Credit.
For more information: www.bridgepoint.eu