Esker has signed a tender offer agreement with Boréal Bidco, a company controlled by alternative asset manager Bridgepoint Group, for the acquisition of all Esker shares by Bridgepoint in a deal worth about €1.62bn.
Boréal Bidco is a French-law special-purpose vehicle.
The agreement also involves General Atlantic and Esker’s management shareholders. The offer price is set at €262 per share, representing a 30.1% premium over Esker’s unaffected share price of €201.4 on 8 August 2024.
Additionally, it reflects premiums of 37.2%, 43.6%, and 62.4% over the volume-weighted average share prices over the last three, six, and 12 months, respectively, prior to that date.
Esker’s supervisory board reviewed the offer and unanimously appreciated the proposal. The Board noted that the acquisition would provide a liquidity opportunity for shareholders at a price reflecting the significant premium.
However, the final decision will follow the opinion of Esker’s works council and an independent expert’s fairness report.
Bridgepoint partner and technology head David Nicault said: “With its leadership in France, strong presence in other European markets and Asia-Pacific and a significant presence in North America, Esker aligns perfectly with Bridgepoint’s platform strategy.”
Established in 1985, Esker is a cloud platform developed to explore value for finance, procurement and customer service professionals. The firm is also focused on strengthening collaboration between companies by automating the cash conversion cycle.
Esker’s solutions leverage artificial intelligence (AI) technologies to offer better productivity, improved visibility, reduced fraud risk, and enhanced collaboration with customers, suppliers and employees.
The new move would enable Esker to expedite its development strategy by gaining an advantage from the necessary flexibility and support of Bridgepoint and General Atlantic.
Esker founder and CEO Jean-Michel Bérard said: “We are delighted to announce this next strategic step with Bridgepoint and General Atlantic. Their deep understanding of our ‘Office of the CFO’ market and their focus on growth were key factors in our choice.
“Working with French teams who share our values of profitable growth, employee motivation and technological innovation will enable us to strengthen our position and accelerate our development.”
The deal involves significant reinvestment by Esker’s major shareholders, including Jean-Michel Bérard, and Emmanuel Olivier, who collectively hold 670,623 shares, representing approximately 10.8% of Esker’s share capital.
They will tender a portion of their shares to Boréal Bidco as part of the offer.
Esker has also committed not to solicit alternative offers and to recommend shareholders exercise their stock options to tender their shares into the offer.
Subject to obtaining the Italian foreign investments control authorities’ clearance, the offer is expected to be opened in Q4 2024. If all conditions are met, the transaction could close by the end of 2024 or Q1 2025.
Deutsche Bank is acting as the exclusive financial adviser to Esker, while Morgan Stanley and Société Générale are advising Bridgepoint.
Legal advice for the transaction is being provided by Kirkland & Ellis and Jeantet for Esker, and Latham & Watkins for Bridgepoint.
