Regulatory News:
Following the acquisition on 3 November 2023 by Keysight
Technologies Inc. (NYSE: KEYS), through its fully owned subsidiary
Keysight Technologies Netherlands B.V. (“Keysight”), of a
controlling stake in the capital of ESI Group SA (ISIN Code: FR
0004110310, Symbol: ESI) (“ESI Group”) representing a total of
50.6% of ESI Group's share capital and 46.3%1 of its theoretical
voting rights at a price of 155 euros per share in cash, ESI Group
SA announces that its board of directors (the “Board”) issued on
6 November 2023 a favorable reasoned opinion (avis motivé)
regarding the draft mandatory tender offer (the “Offer”) filed by
Keysight with the Autorité des marchés financiers (the “AMF”)
on 7 November 2023 to acquire all the outstanding shares issued by
ESI Group not already held by Keysight (the "Offer"), at a
price of 155 euros per share in cash. Following the issue of the
Board’s favorable reasoned opinion on the Offer, ESI Group also
announces that Cristel de Rouvray, Véronique Jacq, Yves de Balmann,
and Alex Davern have resigned from the Board and were replaced by
Hamish Gray, Jo Ann Juskie, and Jason Kary, effective
immediately.
In addition, ESI Group acknowledges the resignation of Cristel
de Rouvray as CEO (Directrice générale) of ESI Group and announces
that the Board appointed Olfa Zorgati as the new CEO, effective
immediately.
Favorable Reasoned Opinion on the Offer
The Board carefully reviewed the Offer made by Keysight and the
report issued by Finexsi, the independent expert appointed by the
Board following the recommendation of an ad hoc committee, which
concludes that the terms of the Offer and the possible
implementation of a squeeze-out by Keysight at the end of the Offer
are fair from a financial point of view. On the basis of the above,
the Board unanimously concluded, in its reasoned opinion that, the
Offer was in the best interests of ESI Group, its shareholders, and
its employees.
The Board noted that the Offer price of 155 euros per share
represents a premium of 72% to the closing price of 90.0 euros per
share on 17 May 2023, being the last business day before the
announcement by ESI Group of the existence of preliminary
discussions with certain third parties in response to press rumors
(the "Leak Announcement Date"); and a premium of 95% to the
volume weighted average price of 79.4 euros per share for the three
months preceding the Leak Announcement Date, which allows
shareholders to benefit from a significant premium in relation to
the recent share price performance of ESI Group.
Pursuant to article 231-26 II of the general regulation of the
AMF, a news release presenting the main elements of the draft note
in response (projet de note en réponse) filed by ESI Group with the
AMF, and explaining how the Offer documents are being made
available will be published today on ESI Group’s website and on the
AMF’s website. The Offer, as well as the draft offer document, will
remain subject to review by the AMF, which will assess their
conformity with the relevant legal and regulatory provisions.
Resignation and Appointment of New Board Members
Following the issuance of the favorable reasoned opinion on the
Offer, ESI Group acknowledges the resignation effective [6]
November 2023 of (i) Cristel de Rouvray as member of the Board and
Chairwoman of the Strategic Committee, (ii) Véronique Jacq as
member of the Board and member of the Audit Committee and the
Strategic Committee, (iii) Yves de Balmann as member of the Board
and member of the Compensation / Nomination and Governance / CSR
committee and the Strategic Committee and (iv) Alex Davern as
member of the Board, Chairman of the Board, and member of the
Strategic Committee and Compensation / Nomination and Governance /
CSR committee.
ESI Group would like to express deep gratitude to all of them
for their many years of dedicated service and valuable
contributions to our company.
The Board has unanimously decided to appoint (i) Hamish Gray as
Board member to replace Véronique Jacq, (ii) Jo Ann Juskie as Board
member to replace Cristel de Rouvray, and (iii) Jason Kary as Board
member to replace Yves de Balmann, in each case for the remaining
duration of the term of office of the resigning Board member. These
appointments are subject to ratification by the next General
Meeting planned in June 2024.
The Board also unanimously appointed Hamish Gray as the new
Chairman of the Board.
Finally, the Board appointed Jason Kary and Rajani Ramanathan as
members of the Audit Committee and Jo Ann Juskie and Patrice Soudan
as members of the Compensation/Nomination & Governance/CSR
Committee. The Strategic Committee was terminated.
The new composition of the Board and the committees are now as
follows:
Name/Family name
Board
Audit Committee
Compensation/Nomination &
Governance/CSR Committee
Hamish Gray
Chairman
-
-
Jo Ann Juskie
Member
-
Member
Jason Kary
Member
Member
-
Rajani Ramanathan
Independent Member
Member
Chairwoman
Patrice Soudan
Independent Member
Chairman
Member
Resignation of Cristel de Rouvray and Appointment of the New
CEO
Cristel de Rouvray, CEO of ESI Group, has tendered her
resignation, effective 6 November 2023. Under her leadership, ESI
Group achieved remarkable levels of growth and success. Cristel de
Rouvray played an essential role in the transformation and
development of the company, and she leaves her position with an
outstanding track record. Her vision, dedication, and leadership
have been the pillars of the company's success.
The Board unanimously appointed Olfa Zorgati as the new CEO.
Hamish Gray stated: "We would like to express our deep gratitude
to Cristel de Rouvray for her exemplary work during her years at
the helm of ESI Group. Under her leadership, ESI Group made
significant progress and reached unprecedented heights. ESI Group's
Board has full confidence in Olfa Zorgati, who has been appointed
as Cristel de Rouvray’s successor. Olfa Zorgati brings remarkable
expertise and a strong strategic vision to continue ESI Group's
growth and success in the long term, including in the context of
the upcoming integration process with Keysight in the months
ahead.”
About Keysight At Keysight (NYSE: KEYS), we inspire and
empower innovators to bring world-changing technologies to life. As
an S&P 500 company, we're delivering market-leading design,
emulation, and test solutions to help engineers develop and deploy
faster, with less risk, throughout the entire product lifecycle.
We're a global innovation partner enabling customers in
communications, industrial automation, aerospace and defense,
automotive, semiconductor, and general electronics markets to
accelerate innovation to connect and secure the world. Learn more
at Keysight Newsroom and www.keysight.com.
About ESI Group Founded in 1973, ESI Group envisions a
world where Industry commits to bold outcomes, addressing high
stakes concerns - environmental impact, safety & comfort for
consumers and workers, and adaptable and sustainable business
models. ESI provides reliable and customized solutions anchored on
predictive physics modeling and virtual prototyping expertise to
allow industries to make the right decisions at the right time
while managing their complexity. Acting principally in automotive
& land transportation, aerospace, and heavy industry, ESI is
present in more than 15 countries, employs 1000 people around the
world, and reported 2022 sales of €130 million. ESI is
headquartered in France and is listed in compartment B of Euronext
Paris. For further information, go to: www.esi-group.com.
https://www.esi-group.com/company/who-we-are
1 On the basis of a total of 6,092,586 shares and 8,063,803
theoretical voting rights as of September 30, 2023, and taking into
account the loss of double voting rights of the shares acquired by
Keysight.
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version on businesswire.com: https://www.businesswire.com/news/home/20231107539493/en/
ESI Group Florence Barré investors@esi-group.com +33 1 49 78 28 28
orson. – Press & Shareholder Relations Gael
Durand-Perdriel gael.durand-perdriel@orson.ai +33 7 85 63 63
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