Paris, March 1st, 2021 – Jeantet advised Groupe Open, a listed company specialized in assisting companies and organizations in their digital transformation, in connection with the public tender offer for its shares, launched by the founders and reference shareholders of Groupe Open (Frédéric Sebag, Laurent Sadoun, Guy Mamou-Mani and Valérie Benvenuto) acting in concert with a fund managed by Montefiore Investment, through a special purpose vehicle (New GO).
The tender offer, declared compliant by the French financial markets authority (Autorité des marchés financiers) on November 10, 2020, offered a price of €15 per share to the minority shareholders of Groupe Open. The tender offer took place from November 13, 2020 to December 17, 2020 and was reopened from December 29, 2020 to January 13, 2021.
Following the reopened tender offer and the subsequent closing transactions, New GO holds around 72% of the share capital and voting rights of Groupe Open.
The originality of this tender offer lays in its structuring. Indeed, in order to prevent the founders of Groupe Open from irreversibly losing the double voting rights attached to their Groupe Open shares upon contributions / sales of these shares to New GO, it was decided to postpone the effective completion of the said contributions / sales to New GO after the settlement-delivery of the reopened tender offer, once the success of the latter had been ensured.
In practice, the founders of Groupe Open, New GO and Montefiore Investment V S.L.P. entered into an investment protocol on October 2, 2020, under which the signatories (including holding companies and members of the family groups of certain founders) declared that they were acting in concert vis-à-vis Groupe Open. As a result of the signing of the investment protocol (and the resulting concert), the concert crossed the threshold of 30% of the share capital and voting rights of Groupe Open, leading to the mandatory filing by New GO (acting on behalf of the concert) of a proposed takeover bid for the outstanding Groupe Open shares.
Following the tender offer, the founders (including holding companies and members of the family groups of certain founders) (i) contributed most of the Groupe Open shares they held to New GO by way of contribution in kind based on the offer price and (ii) sold the balance of their stake to New GO, also at the offer price. It is specified that the founders now control New GO under a shareholders' agreement giving them a majority of voting rights.