Chamonix Investments, together with Aspa, Elżbieta Filipiak, Anna Pruska, Michał Pruski, Maria Filipiak, Janusz Jeremiasz Filipiak and Anna Prokop intend to announce a tender offer to subscribe for the sale of 5,266,072 Comarch shares at a price of PLN 315.4 per share, informed Trigon Dom Maklerski as the intermediary entity. Comarch stated that the aim of the transaction is for the tenderers to achieve 100% of the total number of votes in order to withdraw the company’s shares from trading on the regulated market and enable its further development as a private company. The entity purchasing the shares is Aspa controlled by CVC Capital Partners Fund IX.
Comarch announced in a separate announcement that it had concluded a transaction agreement with Aspa (the investor) in connection with the investor’s intention to acquire all of the company’s existing ordinary shares under a tender offer to subscribe for the sale of all of the company’s existing ordinary shares announced by the investor in agreement with certain shareholders.
“The investor is an entity controlled by CVC Capital Partners, one of the leading global private equity funds on the market. […] The transaction agreement regulates key issues related to the company’s operations in the period until the end of the tender offer, which are to allow the investor to complete the tender offer and the transaction based on the investor’s current assessment of the company’s operations and its capital group in the normal course of business. The transaction agreement also regulates certain actions of its parties in relation to extraordinary events or circumstances concerning the company, which, if they occurred, might undermine the economic justification for the transaction,” the release reads.
In the press release, we read that the Filipiak family, together with CVC Capital Partners Fund IX and Anna Prokop, announce their intention to announce a tender offer for all shares of Comarch not held by the tenderers, i.e. for 5,266,072 ordinary bearer shares representing 34.81% of the total number of votes. The aim of the transaction is for the tenderers to achieve 100% of the total number of votes in Comarch SA in order to withdraw the company’s shares from trading on the regulated market and enable its further development as a private company.
“After making a series of necessary decisions, from closing unprofitable projects through selling unproductive assets to optimizing employment, in order to ensure a significant competitive advantage on international markets, the Filipiak family decided to cooperate with CVC Capital Partners. Choosing the direction of intensive international development and standardization of products will involve significant financial outlays, at the expense of delivering short-term results expected by stock market investors. Hence the decision to withdraw the company from the Warsaw Stock Exchange at the historically highest share price,” said CEO Anna Pruska, quoted in the material.
“When building Comarch with my husband, we always believed that bold and courageous decisions regarding its future should be made. My husband dreamed of the Comarch brand being known not only in Poland, but also abroad. We managed to achieve a lot in this respect. We are convinced that the CVC Capital Partners Fund is the right partner ready to support the further international development of the company,” added Elżbieta Filipiak, chairwoman of the supervisory board.
In turn, CVC Capital Partners partner Krzysztof Krawczyk pointed out that Comarch is one of the most recognizable brands in Poland, which, thanks to the vision and determination of its founders, is synonymous with the highest quality of the team and the solutions it develops. The company is facing the challenge of increasingly strong competition in the industry and the need to enter the path of development outside Poland. CVC is ready to invest significant capital in the transformation of the company and support its international expansion through our know-how and global network, he declared.
The notice of intent to announce a tender offer constitutes the first stage of a planned long-term co-investment, as a result of which entities controlled by CVC Capital Partners Fund IX will ultimately become the majority shareholders.
CVC Capital Partners is a leading global private equity firm listed on the Amsterdam Stock Exchange, with a network of 29 offices in Europe, Asia and the United States, and assets under management of approximately EUR 193 billion.
Comarch specializes in designing, implementing and integrating advanced IT systems, programming tools, network tools and infrastructures. The company has been listed on the Warsaw Stock Exchange since 1999; the company is part of the mWIG40 index. In 2023, it had PLN 1.82 billion in consolidated revenues.
Source: ISBnews
