Capgemini Secures Dismissal of Action Against €5 Billion Altran Acquisition

Cleary Gottlieb successfully represented Capgemini in the challenge against, and the motion for a suspension of, its €5 billion acquisition of Altran Technologies (Altran) through a friendly public tender brought by the Association de Défense des Actionnaires Minoritaires (ADAM) before the Paris Court of Appeals.

Cleary also represented Capgemini in its successful acquisition of Altran.

The transaction, which values Altran at approximately €5 billion, was cleared by the French Autorité des Marchés Financiers (AMF) on October 14, 2019.

On October 24, 2019, ADAM initiated two sets of proceedings: first, a challenge against the AMF clearance decision before the Paris Court of Appeals alleging that the tender offer was not compliant with applicable laws and regulations, and second, a motion before the president of the Paris Court of Appeals that aimed at suspending the tender offer until the court’s decision on the challenge of the clearance decision.

On December 18, 2019, ADAM’s motion for suspension was rejected by the president and the AMF subsequently allowed Capgemini to close the tender offer.

These decisions were notably taken in light of innovative commitments made by Capgemini to the AMF to ensure a proper resolution in the event of an annulment of the clearance decision. This constitutes one of the rare cases over the past decade where both the AMF and the president of the Paris Court of Appeals decided to allow a tender offer to close notwithstanding a pending challenge against the clearance decision.

On March 13, 2020, the Paris Court of Appeals entirely dismissed ADAM’s challenge against the clearance decision.

Though ADAM can refer the decision to the Cour de cassation for judicial review, it is a clear vindication of Capgemini’s position that the tender offer fully complied with all applicable laws and regulations.

On April 1, 2020, the tender offer was declared successful. Capgemini now holds 98.15% of Altran’s share capital and at least 98.03% of its voting rights. A squeeze out was implemented on April 15, 2020, following which Altran was delisted from Euronext Paris and became a wholly owned subsidiary of Capgemini.