Fujitsu Limited today announced that it has authorized Fujitsu Services, its wholly owned subsidiary based in the UK, to initiate a tender offer to acquire the shares and warrants of GFI Informatique of France, subject to conditions, including the withdrawal of the proposed capital restructuring involving Itefin Participations or the defeat of this proposal at GFI Informatique’s forthcoming Extraordinary General Meeting. Further details are as follows.
1. Objectives of Tender Offer from Fujitsu Services
(1) Enhancing Fujitsu Services’ Business Structure in Europe
Fujitsu Services is the European-centered IT services arm of the global Fujitsu Group, providing IT infrastructure management and outsourcing services to customers in over 20 countries. It had net sales of £2,294 million (€3,363 million) for the fiscal year ended 31 March 2006, with about 18,000 employees at the end of this period.
Based in Paris, IT services provider GFI Informatique had revenues of €633 million in the fiscal year to 31 December 2006 and employed a workforce of about 8,500 at the end of this period. Focused primarily on the provision of IT systems integration, applications and infrastructure outsourcing, GFI Informatique has a particularly strong business presence in France and is also active in Spain, Portugal, Italy and elsewhere in Europe.
The proposed acquisition of GFI Informatique by Fujitsu Services would create a leading IT services business in Europe, complementing the existing strengths of Fujitsu Services with GFI Informatique’s strong French and Southern European systems integration businesses. This would enable further business expansion and growth in Europe and benefit both companies’ customers.
(2) Strengthening the Fujitsu Group’s IT Services Business
The Fujitsu Group will work to reinforce its capability to provide customers with one-stop solutions on a global basis while at the same time offering locally attuned services pinpointed to meet the needs of customers in the various countries in which it does business—two key pillars supporting the future growth and profitability of its IT services business. Leveraging its abundant know-how and achievements, the Fujitsu Group seeks to grow together with its customers as a trusted business partner.
2. Outline of Fujitsu Services’ Tender Offer
(1) Type of Stock and Purchase Price
The offer will be made if certain conditions are met, including the withdrawal of the proposed capital restructuring involving Itefin Participations (a French company majority owned by private equity group Apax Partners) or the defeat of this proposal at GFI Informatique’s forthcoming EGM. The offer is based on the following:
- Purchase of GFI Informatique ordinary shares at a price of €8.50 per share
- Purchase of GFI Informatique warrants at a price of €3.15 per warrant
These prices imply a significant premium of 19.6% over GFI Informatique’s closing share price of €7.11, adjusted for the proposed 2006 dividend of €0.20 per share, and of 21.6% over its adjusted 1-month weighted average price of €6.99, all as of 27 April 2007 (this date being the day that GFI Informatique announced a decision to postpone its proposed EGM to 21 May 2007), which would be a very attractive offer to all shareholders and warrant holders. In addition, at present, it is also expected to be a significant premium over the subscription price in connection with GFI Informatique’s proposed share capital increase reserved for Itefin Participations.
(2) Tender Offer Period
Subject to authorization by French regulatory authorities, it is expected that the tender offer period would open in early July and close within two months after this date.
(3) Condition to the Tender Offer
The tender offer will, if the conditions are met, be filed with the French regulatory body (AMF) and be conditional only on the tendering of at least 66.67% of GFI Informatique's share capital and voting rights on a fully diluted basis.
(4) Required Funds for the Tender Offer
A total amount of up to about €419 million (about 67.4 billion yen) is anticipated.
(5) Agreement with GFI Informatique on Tender Offer
Fujitsu Services has no agreement with GFI Informatique. It approached Mr. Jacques Tordjman, the chairman and chief executive officer of GFI Informatique, to discuss this offer on 26 April 2007 and is continuing those discussions.
3. Outline of Principal Parties
|(1) Trading name:||Fujitsu Services|
|(2) Principal operations:||IT infrastructure management and outsourcing services
for desktop, networked and data center environments
|(3) Headquarters:||22 Baker Street, London W1U 3BW, UK|
|(4) CEO:||David Courtley|
|(5) Financial year:||April 1 – March 31|
|(6) Employees:||About 18,000 as of March 2006|
|(7) Revenues:||£2,294 million (€3,363 million) for fiscal year ending March 2006|
|(1) Trading name:||GFI Informatique SA|
|(2) Principal operations:||IT Services|
|(3) Headquarters:||199 rue Championnet 75018 Paris, France|
|(4) CEO:||Jacques Tordjman|
|(5) Financial year:||January - December|
|(6) Employees:||About 8,500 as of December 2006|
|(7) Issued shares:||About 46,339,000 as of 31 January 2007|
|(8) Issued warrants:||About 7,854,000 as of 31 January 2007|
|(9) Recent consolidated Financial results:|
|Net sales:||€633.1 million (2006), €543.7 million (2005)|
|Operating income:||€40.3 million (2006), €29.7 million (2005)|
|Net income:||€18.9 million (2006), €11.2 million (2005)|
Note: 2006 and 2005 are fiscal years ending December 2006 and 2005, respectively.
For further information, please see Fujitsu Services’ announcement at: http://www.fujitsu.com/uk/
Fujitsu is a leading provider of customer-focused IT and communications solutions for the global marketplace. Pace-setting device technologies, highly reliable computing and communications products, and a worldwide corps of systems and services experts uniquely position Fujitsu to deliver comprehensive solutions that create infinite possibilities for its customers' success. Headquartered in Tokyo, Fujitsu Limited (TSE:6702) reported consolidated revenues of 5.1 trillion yen (US$43.2 billion) for the fiscal year ended March 31, 2007. For more information, please see: www.fujitsu.com
Date: 02 May, 2007
Company: Fujitsu Limited, , , , ,
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