Paris, July 21, 2022 – Following the announcement of the contemplated acquisition of CAST (Euronext - FR0000072894 - CAS) by Financière Da Vinci, a simplified joint stock company (société par actions simplifiée) created for this purpose, and controlled by the professional private equity fund (fonds professionnel de capital investissement) BDC IV FPCI managed by Bridgepoint SAS ("Bridgepoint"), released on May 18, 2022, CAST and Bridgepoint announce the completion today of the off-market acquisition by Financière Da Vinci, by way of transfers and contributions in kind from CAST's main shareholders (DevFactory, Crédit Mutuel Equity SCR, Long Path Holdings 2, and Mr. Vincent Delaroche) as well as from certain manager shareholders, of 12.223,821 CAST shares representing 66.94% of the share capital of CAST, for a price of 7.55 euros per share, which could be increased by an additional price (the "Block Acquisition").
In accordance with the General regulation of the French Stock Exchange Authority (Autorité des Marchés Financiers), especially its articles 233-1, 2° and 234-2, Financière Da Vinci will launch by last quarter of 2022 a simplified tender offer to acquire the remaining CAST shares (the "Offer"). In the event that the relevant conditions are met, Financière Da Vinci will request the implementation of a squeeze-out procedure (the "Squeeze-Out"). The Offer will be launched 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 squeeze-out would be implemented.
In the context of the Offer, the Board of Directors of CAST has appointed FINEXSI, represented by Mr. Christophe Lambert, as independent expert. The Board of Directors of CAST will issue a reasoned opinion on the Offer after Financière Da Vinci has filed the draft Offer and the issuance of its report by the independent expert.
CAST will then file the draft offer document in response (including the FINEXSI report and the reasoned opinion of the Board of Directors).
As a result of the completion of the Block Acquisition, the composition of CAST's Board of Directors has also been modified to take into account its new shareholding. The Board is now composed of seven (7) members, namely Bridgepoint SAS, represented by Mrs Valérie Cayla, Mr. Olivier Nemsguern, Mr. Thomas Moussallieh, Mrs Marine Mezzadri, Mr. Paul Camille Bentz, Mrs Marie David and Mr. Vincent Delaroche.
Following the contemplated transaction, Mr. Vincent Delaroche will continue to manage the Company's activities as President of Financière Da Vinci 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 €30bn 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