• Boréal Bidco will hold 92.93% of the share capital and at least 92.68% of the voting rights of Esker at the end of the reopened Offer.
• Settlement-delivery of the reopened Offer on 14 February 2025.
• Implementation, as announced, of a squeeze-out procedure for the Esker shares.
• The price per share paid in the context of this squeeze-out will be equal to the Offer price, i.e., €262 per share.

Success of the reopened Offer

947,693 shares of Esker were tendered to the public tender offer initiated by Boréal Bidco SAS (“Boréal Bidco” or the “Offeror”) with respect to the Esker shares (the “Offer”), representing 15.57% of the share capital and at least 15.46% of the voting rights of the company, as part of its reopening from 17 January to 30 January 2025.

In total, taking into account the shares tendered to the Offer and the Esker shares assimilated to shares held by the Offeror in accordance with applicable regulations, the holding (effective and assimilated) of Boréal Bidco is of 92.93% of the share capital and at least 92.68% of the voting rights of Esker at the end of the reopened Offer, reflecting the success of the Offer with a post-Offer holding level exceeding the thresholds of 90% of the share capital and voting rights of Esker.

The notice of results (avis de résultat) published by the AMF on 4 February 2025 is available on the AMF website (www.amf-france.org).

The settlement-delivery of the Offer will take place on 14 February 2025.

Implementation of a squeeze-out procedure

The conditions required to carry out a squeeze-out being met, the Offeror, in accordance with its intention expressed in the offer document related to the Offer, will soon request the AMF to implement the squeeze-out procedure for the Esker shares it does not hold, which will result in the delisting of the Esker shares from the Euronext Growth Paris market.

The amount of the indemnity paid in the context of the squeeze-out will be equal to the Offer price, i.e., €262 per share, net of all fees.

The trading of the Esker shares has been suspended pending implementation of the squeeze-out.

Jean-Michel Bérard, President and Founder of Esker, stated: “We are delighted with the success of this offer, which represents a major milestone in Esker’s history. Alongside Bridgepoint and General Atlantic, we are equipping ourselves to accelerate our development, further innovate, and strengthen our position as a leader in a rapidly expanding market. This partnership, and the delisting of the company, are fully in line with our ambition to better support our clients and to build, together, the future of Esker.”

Emmanuel Olivier, Chief Operating Officer of Esker, stated: “This is a key milestone in Esker’s history and the beginning of a particularly exciting new chapter ahead of us.”

David Nicault, Partner and Head of Technology at Bridgepoint, stated: “We are very pleased with this very high tender rate, which demonstrates the attractiveness of the offer and the relevance of our project. We are thrilled to be able to bring Bridgepoint’s resources and expertise to Esker to support its development plan in the coming years in a rapidly expanding market.”

Vincent-Gaël Baudet, Partner and Head of Bridgepoint Europe in France, stated: “The success of this offer reflects our ability to gain the trust of all stakeholders and to open new development opportunities for Esker and its teams.”

Gabriel Caillaux, Co-President and Head of General Atlantic’s business in EMEA, stated: “We believe Esker possesses a highly differentiated software solution and has the potential to continue expanding its product offering and international footprint. We look forward to partnering with the team as they open this new chapter of growth.”

Information and documentation relating to the Offer are available free of charge on the websites of Esker (www.esker.fr), Bridgepoint (www.bridgepoint.eu/shareholders/Sep-2024-microsite) and the AMF (www.amf-france.org).

Bridgepoint is one of the world’s leading quoted private asset growth investors, specialising in private equity, infrastructure and private credit.

With over €67bn of assets under management and a strong local presence in Europe, North America and Asia, we combine global scale with local market insight and sector expertise, consistently delivering strong returns through cycles.

Bridgepoint Advisers Limited, a subsidiary of Bridgepoint Group plc, is authorised and regulated by the Financial Conduct Authority.