Opening of the Friendly Public Tender Offer Initiated by Bridgepoint, in Association With General Atlantic and the Management Shareholders, for the Esker Shares

- The tender offer filed by Boréal Bidco SAS (the “Offeror”) for the shares of Esker was declared compliant by the AMF on 22 November 2024.

- As from 2 December 2024, Esker’s shareholders will be able to tender their shares to the Offer.

- The price of €262 per share represents a 30.1% premium over the unaffected share price on 8 August 2024, (i.e. the date prior to publications on a possible transaction) and premiums of 37.2%, 43.6% and 62.4% respectively, over the volume-weighted average share prices over the 3, 6 and 12 month periods prior to that date.

- The independent expert has concluded that the financial terms of the Offer are fair to the shareholders.

- Esker’s Supervisory Board unanimously concluded that the Offer is in the best interest of Esker, its shareholders and its employees, and recommended that shareholders tender their shares into the Offer.

- The Offeror will pay for the brokerage fees of tendering shareholders (up to 0.3% excl. VAT of the order amount, with a maximum of €100 incl. VAT per request).

Opening of the Friendly Public Tender Offer Initiated by Bridgepoint, in Association With General Atlantic and the Management Shareholders, for the Esker Shares

Esker
Media contacts:
Esker - Emmanuel Olivier
emmanuel.olivier@esker.com
+33472834646

News - Hélène de Watteville
hdewatteville@actus.fr
+331536736 33

Bridgepoint
Media contact:
Charlotte Le Barbier
clebarbier@image7.fr
+33678372760

General Atlantic
Media contacts:
Emily Japlon and Sara Widmann
media@generalatlantic.com

Opening of the Offer

On 22 November 2024, the public tender offer filed by the Offeror for the shares of Esker (the “Offer”) was declared compliant by the Autorité des marchés financiers (“AMF”) which approved the Offeror’s offer document under visa number 24-495 and Esker’s reply document under visa number 24-496.

On 28 November 2024, the Offeror and Esker made available to the public the “other information” documents relating to the legal, financial and accounting characteristics of the Offeror and Esker.

These documents are available on the Esker (www.esker.fr), Bridgepoint (www.bridgepoint.eu/shareholders/Sep-2024-microsite) and AMF (www.amf-france.org) websites.

On 29 November 2024, the AMF published a notice announcing the opening of the Offer. Following this publication, all regulatory approvals required for the control of concentrations and control of foreign investments having been obtained, the Offer will be open from 2 December 2024 to 9 January 2025.

A price of €262 per share, representing a 30.1% premium compared to the share price on 8 August 2024

The Offer price of €262 values 100% of Esker’s share capital at c. €1.62 billion, on a fully diluted basis. This price reflects a 30.1% premium over the unaffected share price of €201.40 on 8 August 2024 (i.e. the date prior to publications on a possible transaction), and premiums of 37.2%, 43.6% and 62.4%, respectively, over the volume-weighted average share prices over the 3, 6 and 12 month periods prior to that date.

Offer unanimously recommended by the Supervisory Board and supported by Esker Management Board

In connection with the Offer, the Supervisory Board has set up an ad hoc committee comprising three independent members: Ms. Marie-Claude Bernal, Mr. Jean-Pierre Lac and Ms. Nicole Pelletier Perez. On the recommendation of the ad hoc committee, the Supervisory Board has appointed Finexsi, represented by Mr. Christophe Lambert, as independent expert, to prepare a fairness opinion on the financial terms of the Offer pursuant to Article 261-1, I, 2° and 4° of the AMF’s general regulation.

The ad hoc Committee supervised the work of the independent expert and made recommendations to the Supervisory Board regarding the Offer, in particular with regard to the independent expert’s report.

The independent expert concluded that the financial terms of the Offer are fair to the company’s shareholders.

Having considered (i) the work and recommendations of the ad hoc committee, (ii) the conclusions of the independent expert, (iii) the report of the chartered accountant appointed by Esker’s works council (the “CSE”), and (iv) the opinion of the CSE, the Supervisory Board unanimously issued a favorable reasoned opinion on the Offer on 22 October 2024 and recommended that Esker’s shareholders tender their shares into the Offer.

Mr. Jean-Michel Bérard, Chairman of Esker’s Management Board, Mr. Emmanuel Olivier, member of the Management Board, and Mr. Jean-Jacques Bérard, Vice President Research and Development, shareholders of the company holding together 10.6% of the capital, will continue to support Esker by contributing in kind a portion of their Esker shares to Boréal Topco, in exchange for shares of Boréal Topco, in accordance with the investment agreement entered into on 19 September 2024 with Bridgepoint and General Atlantic, subject to the success of the Offer. Their remaining Esker shares will be tendered into the Offer. The members of the Supervisory Board holding Esker shares have confirmed their intention to tender all of their Esker shares into the Offer.

Offer conditions

In addition to the mandatory 50% acceptance threshold provided for in Article 231-9, I, 1° of the AMF’s general regulation, the Offer is subject to a voluntary minimum tender condition pursuant to Article 231-9, II of the AMF’s general regulation, allowing the Offeror to withdraw the Offer in the event it does not hold, at the end of the Offer, more than 60% of Esker’s share capital and voting rights on a diluted basis.

If the legal conditions are met at the closing of the Offer, the Offeror will request the implementation of a squeeze-out procedure.

Orders to tender to the Offer

If you hold bearer shares or administered registered shares, please contact your financial intermediary (bank, broker, life insurer, etc.) to obtain an Offer response form (also sent by post). It is also possible that your financial intermediary accepts orders to tender to the Offer via Internet or by phone.

If you are a pure registered shareholder, you must have received an Offer response form from Uptevia, Esker’s pure registered shares manager, which should be returned to them by email at ct- contact@uptevia.com. If you have not received this response form, you can contact Uptevia by email at the same address, or by phone (from France: 08 00 00 75 35 (toll-free number); from abroad: +33 1 49 37 82 36).

As part of the Offer, the Offeror will pay for the brokerage fees and related VAT incurred by shareholders tendering their shares, in the event that the Offer is successful, up to a limit of 0.3% (excluding VAT) of the amount of the order, with a maximum of €100 (including VAT) per request.

In order to facilitate access to information, a European toll-free number is available for Esker’s shareholders for any question related to the Offer during the opening period: from France: 08 05 08 05 98 (toll-free number); from abroad: +33 8 05 08 05 98.

D.F. King Ltd acts as information agent for Esker’s institutional shareholders (contact: Mr. David Chase Lopes, Managing Director, EMEA, david.chaselopes@dfkingltd.co.uk).

ABOUT ESKER

Esker is the global authority in AI-powered business solutions for the Office of the CFO.

Leveraging the latest in automation technologies, Esker’s Source-to-Pay and Order-to-Cash solutions optimize working capital and cashflow, enhance decision-making, and drive better collaboration and human-to-human relationships with customers, suppliers and employees.

Esker operates in North America, Latin America, Europe and Asia Pacific with global headquarters in Lyon, France, and U.S. headquarters in Madison, Wisconsin. Listed on Euronext Growth in Paris (ISIN code FR0000035818), the company generated sales of 178.6 million euros in 2023, more than 2/3 of which outside France.

Media contacts:

Esker - Emmanuel Olivier
emmanuel.olivier@esker.com
+33472834646

News - Hélène de Watteville
hdewatteville@actus.fr
+331536736 33

ABOUT BRIDGEPOINT

Bridgepoint, listed on the London Stock Exchange, is a leading alternative asset manager specializing in private equity, infrastructure and private credit.

With over €67 billion in assets under management and more than 200 investment professionals located in Europe, North America and Asia, Bridgepoint combines global scale with local market knowledge and sector expertise. Bridgepoint invests in companies operating in resilient growth sectors, managed by ambitious teams.

The group has been present in France for over 35 years, where it has one of the largest investment teams and a track record of landmark technology deals, with Cast, Sinari, Brevo, Kyriba, Calypso, eFront and more recently LumApps. Bridgepoint also recently acquired the Property Management business of Nexity, a Euronext-listed company.

www.bridgepoint.eu

Media contact
Charlotte Le Barbier
clebarbier@image7.fr
+33678372760

ABOUT GENERAL ATLANTIC

General Atlantic is a leading global growth investor with more than four decades of experience providing capital and strategic support for over 520 growth companies throughout its history.

Established in 1980, General Atlantic continues to be the dedicated partner to visionary founders and investors seeking to build dynamic businesses and create long-term value. Guided by the conviction that entrepreneurs can be incredible agents of transformational change, the firm combines a collaborative global approach, sector-specific expertise, a long-term investment horizon, and a deep understanding of growth drivers to partner with and scale innovative businesses around the world. The firm leverages its patient capital, operational expertise, and global platform to support a diversified investment platform spanning Growth Equity, Credit, Climate, and Sustainable Infrastructure strategies.

General Atlantic manages approximately $100 billion in assets under management, inclusive of all strategies, as of 1 October 2024, with more than 900 professionals in 20 countries across five regions. For more information on General Atlantic, please visit: www.generalatlantic.com.

Media contacts:
Emily Japlon and Sara Widmann
media@generalatlantic.com

WARNING

This press release does not constitute an offer to purchase securities. Any decision regarding the Offer must be based exclusively on the information contained in the Offer documents.

This press release has been prepared for information purposes only. The distribution of this press release, the Offer and its acceptance may be subject to specific regulation or restrictions in certain countries. The Offer is not intended for persons subject to such restrictions. Consequently, persons in possession of this press release are required to inquire about any local restrictions that may apply and to comply with them. Bridgepoint, General Atlantic and Esker assume no responsibility for any violation of these restrictions by anyone.

It is intended that the Offer will be open in the United States in accordance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), including Regulation 14E after application of the exemptions provided by rule 14d-1(d) of the U.S. Exchange Act (the "Tier II" exemption) and the requirements of French law.