Artificial Intelligence
ENTECH launches its initial public offering on Euronext Growth in Paris to accelerate the deployment of its technologies supporting the energy transition
ENTECH launches its initial public offering on Euronext Growth in Paris to accelerate the deployment of its technologies supporting the energy transition
- Energy storage, Green hydrogen, Artificial intelligence: Entech has expertise across the technologies needed for the large-scale integration of renewables within the energy mix.
- Target of 80% revenue growth for the current year at €17m, already fully secured through the order book.
- Initial offer size: around €22m1, through the issuing of new shares, potentially rising to around €25.3m if the extension clause is exercised in full1.
- Sale of existing shares for a maximum of approximately €3.8m by the Company’s current shareholders if the over-allotment option is exercised in full1.
- Indicative price range: between €5.91 and €7.99 per share.
- Commitments by institutional investors to subscribe for €13.1m, representing 60% of the initial offer amount1.
- Conversion at the offer price, within a maximum of 6 months, of convertible bonds subscribed for by a fund managed by Epopée Gestion for €3m in September 2021, for between 375,469 and 507,614 shares.
- Creation, upon completion of the transaction, of 410,400 shares resulting from the conversion of the convertible bonds subscribed by UNEXO and FORCE 29 in November 2018.
- Subscription open from 14 September to 28 September at 17:00 (CET) for the Open Price Offer and until 29 September at 12:00 (CET) for the global placement.
- Eligibility: PEA, PEA-PME, income tax reduction, innovative company.
Quimper, 14 September 2021 – Entech, the technology company specialised in smart renewable energy storage and management, is announcing the launch of its initial public offering with a view to listing its shares for trading on the Euronext Growth market in Paris.
On 13 September 2021, the French Financial Markets Authority (AMF) approved, under number 21-395, the prospectus relating to Entech’s initial public offering.
“The acceleration of renewables within the energy mix is being made possible by technology: Entech’s mission is to empower this transition, capitalising on advanced know-how for managing renewables and their specific features. With a track record of over 230 projects completed in five years, and a technology and business model that have been validated, Entech is looking to transition to a new phase in its development today. By bringing on board skills in terms of R&D and sales, as well as increased visibility and financing, we will be able to deploy our expertise on a growing number of increasingly large-scale projects, while covering a larger section of the value chain. This proposed initial public offering is therefore being carried out at the right time to support the acceleration of our development”, confirms Christopher Franquet, Entech’s Chairman, CEO and co-founder.
Entech: empowering the large-scale integration of renewables
Renewables are an increasingly important part of the energy mix, which is leading to new technological challenges, linked to their intermittent nature. Today, the constant variations in power and frequency that are involved with these energy sources are disrupting power grids and threatening their stability. Entech’s business involves providing energy producers with technological solutions to drive continued progress with the large-scale integration of renewables.
Entech’s core activities are the design, development and industrialisation of renewable energy generation and storage solutions, benefiting from smart supervision and power grid management systems. This combination of advanced expert capabilities enables its clients to increase the efficiency of their facilities – by notably reducing the response times of energy systems – while optimising their load management and return on investment. Entech covers both on-grid and off-grid facilities and provides production and storage solutions for green hydrogen (i.e. from renewable energies). The Company’s ability to operate all of these complex technologies and equipment with a high level of efficiency, regardless of where they are located or how they operate, thanks in particular to proprietary software solutions, is a key factor for Entech’s success.
Extensive references already secured five years on from its launch
Since it was founded in 2016, Entech has already carried out more than 230 local, national and international projects (Africa, Asia) for the energy market’s leading firms. It operates primarily in mainland France and French overseas departments, regions and communities, as well as in West Africa for the microgrid business. Its clients are developers, producers, grid operators and municipalities.
Its capacity for innovation has been recognised with a number of awards: for instance, Entech won the Green Tech Verte award in 2016, the InnoEnergy award in 2018 and the ADEME innovation competition in 2018. Very recently, Entech was chosen by Mission French Tech, in partnership with the French Ministry for the Ecological Transition, as one of the 20 French startups for the Green20 programme, bringing together new technological champions for the green transition with robust potential for growth.
Technological and commercial foundations supporting strong growth
With an engineering department, made up of 35 specialist engineers, who represent more than half of the workforce (68 staff to date), Entech has a strong capacity for innovation, enabling it to accompany or even anticipate technological trends on a rapidly evolving market. The experience gained on dozens of projects also enables it to offer turnkey solutions that can be replicated, helping accelerate its development and further strengthen the profitability of its projects.
Thanks to its combination of transversal expertise focused on smart energy management, conversion and storage through a software solution that integrates big data and machine learning, Entech is a market leader in the renewables sector. This know-how is grouped together within its new E-Factory headquarters, inaugurated in March 2021, which represents a powerful and virtuous industrial tool, as well as a showcase for the systemic energy transition’s technical and economic benefits. It illustrates Entech’s capacity for acceleration in its three areas: renewable energy storage, green hydrogen production and storage, and PV power plant design and installation.
2021 revenue target of €17m already secured, with €130m by 2025
Thanks to the financial resources and visibility provided by the stock market, the Company is targeting revenues of around €130m and an EBITDA margin of around 20% by 2025 (year ending 31 March 2026). This acceleration is supported by:
- Accelerating the Company’s commercial deployment and further strengthening its training programmes, thanks in particular to the recruitment of 30 sales staff and the opening of new offices in France and around the world (€8m);
- Consolidating the Company’s technological lead through an active R&D policy, focused in particular on developing software tools and industrialising products, notably linked to green hydrogen and electric mobility (€8m);
- Ramping up co-development projects across the board, with regional institutional organisations and private developers-operators, in order to position itself upstream on projects and increase the recurrence of its revenues (€3.8m)
- Early redemption of the OCA 2 (subscribed in November 2018 by UNEXO and FORCE 29) (€0.5m).
If the Offer is limited to 75% (estimated net proceeds of €12.6 million based on an Offer Price at the bottom of the price range), the net proceeds to be received (to which should be added the €3 million received following the subscription in September 2021 of a convertible bond by the FPCI Epopée Transitions 1, bringing the available cash to €15.5 million) would be allocated as a priority to the early redemption of the OCA 2 for €0.5 million, and the balance in equal parts (i.e. €7.5 million) to the objectives of accelerating the commercial roll-out and strengthening the training programmes, as well as consolidating the Company’s technological lead through an active R&D policy. The self-financing generated by the Company will make up the €1 million (difference between the €8 million requirement and the €7.5 million available for the two main objectives) required. The limitation of the Offer to 75% will not call into question the Company’s strategy or the speed of its deployment. The turnover (€130 million) and EBITDA (>20%) targets for 2025 would not be called into question.
Entech generated €9.4m of revenues in 2020 (year ended 31 March 2021) and is forecasting €17m of revenues for the current financial year, already fully secured through the orders received.
Entech’s development is aligned with a sustainable development approach, notably illustrated by the Company’s sustainability rating by EthiFinance in March 2021 based on Environment, Social and Governance criteria, with a score of 77/100. This rating corresponds to an “Exemplary” level of performance on the Gaïa Rating / EthiFinance scale.
Conversion of convertible bonds
Entech has carried out the following operations:
- in November 2018, it carried out an OCA 1 convertible bond issue (3%, maturing in 2025, with subscribers committed to converting into shares on the day when the custodian’s certificate is issued for the funds corresponding to the capital increase carried out in connection with the Company’s initial public offering) for a nominal total of €500k, subscribed for by UNEXO and FORCE 29. The conversion of these convertible bonds will be based on one OCA 1 bond for 480 Entech shares, with 410,400 Company shares to be issued;
- in September 2021, it carried out an OCA 2021 convertible bond issue (3%, maturing in 2022) for a nominal total of €3m, subscribed for by a fund managed by Epopée Gestion. The conversion of these OCA 2021 would result in the creation of between 375,469 and 507,614 shares following the IPO.
Tax arrangements
Payments for direct subscriptions to invest in Entech’s capital may be entitled to a 25% income tax reduction in France, in accordance with Article 199 terdecies-0 A of the French general tax code (Code Général des Impôts) and the 2019 French Finance Bill. Investors that may be entitled to this income tax reduction are invited to consult their usual tax adviser in order to assess their personal situation in relation to the specific regulations applicable.
Entech complies with the “PEA-PME” eligibility criteria set by Articles L.221-32-2 and D.221-113-5 et seq of the French monetary and financial code (Code monétaire et financier). The Entech shares can therefore be fully integrated into share savings plans (PEA) and SME share savings plan (PEA-PME) accounts, which have the same tax benefits as the standard share savings plan (PEA) arrangements.
Entech has also been awarded the Innovative Company label by Bpifrance.
Access to the prospectus
The Prospectus approved by the AMF on 9 September 2021 under number 21-395 is available on the Company’s website (ipo.entech-se.com) and the AMF site (amf-france.org). It is also freely available on request from the Company’s registered office: ZA Menez Prat, 11 allée Jean-François de la Pérouse, 29000 Quimper, France. Approval of the prospectus should not be taken as a favourable opinion on the securities offered.
Risk factors
Any investment in equities has potential risks and rewards. Investors are invited to carefully read the risk factors presented in section 3 “Risk factors” of the Prospectus, particularly concerning the risks relating to the Company’s expansion on emerging markets and the client risk, before taking any investment decision. The occurrence of all or part of these risks could have an adverse effect on the Company’s business, results, financial position or outlook. In addition, other risks, not yet identified or considered immaterial by the Company on the date of the Prospectus, could also have an adverse effect and investors could lose all or part of their investment.
Operation Partners
| Listing sponsor | Joint Lead Manager and Bookrunner | Legal advice | Financial communication | |
About Entech
Faced with the technological challenges posed by the strong growth of new energies within the energy mix, Entech enables the massive integration of renewable energies and access to energy thanks to storage and electrical conversion solutions controlled by intelligent software systems.
Builder of the new energies, Entech develops, builds and operates production plants and storage systems – batteries or hydrogen – on-grid or off-grid. Founded in Quimper in 2016, Entech has already completed more than 230 projects worldwide and currently employs 68 people.
Selected in 2021 by “La French Tech” in its Green20 programme and recognised by numerous awards for its capacity to innovate in supporting the energy transition, Entech is committed to acting on a daily basis as a responsible company, not only from an environmental point of view but also from a social and societal one. For more information: https://entech-se.com/
Media contact: Calyptus
Gregory Bosson / Mathieu Calleux
[email protected]
- +33 (0)1 53 65 37 90 / 37 91
Main conditions for the operation
Share information
Market: Euronext Growth® Paris – “Public Offering” compartment
Name: ENTECH – ISIN: FR0014004362 – Ticker: ALESE
ICB classification: 60102020 – Renewable Energy Equipment – LEI: 969500A2Z14AVX87BU73
Indicative price range
Between €5.91 and €7.99 per share. This information is given for illustration purposes only and does not under any circumstances prejudge the offer price that may be set outside of this indicative range.
Initial offer size
The Offering will be carried out by placing 3,165,468 new shares to be issued on the market, potentially rising to 3,640,288 new shares if the Extension Clause is exercised in full, in addition to, if applicable, 546,043 existing shares that may be sold under the Over-allotment Option.
Gross amount of the operation (based on the mid-range price of €6.95)
Approximately €22m of gross proceeds from the issuing of the new shares, which may rise to approximately €25.3m if the Extension Clause is exercised in full.
Approximately €3.8m of gross proceeds from the sale of existing shares by the current shareholders, in connection with the Over-allotment Option.
Offer structure
- Open Price Offer, intended primarily for individual investors
- A1 order fraction: from 1 share to 250 shares inclusive
- A2 order fraction: above 250 shares
- Global placement, intended primarily for institutional investors, comprising:
- a placement in France; and
- an international private placement in certain countries, notably excluding the United States, Japan, Canada and Australia.
Subscription commitments
The Company has received commitments to subscribe for the Offer for a total of €11.1m2:
| Commitments to subscribe | Cash contribution |
| MIROVA | €6,000,000.00 |
| CDC | €2,360,966.85 |
| Eiffel INVESTMENT GROUP | €2,000,000.00 |
| VATEL CAPITAL | €2,000,000 |
| INOCAP Gestion | €355,000.00 |
| IMHOTEL | €400,000.00 |
| TOTAL | €13,115,966.85 |
Commitments to abstain and retain shares
Company’s commitment to abstain: 180 days following the Offer’s settlement-delivery date.
Commitment to retain shares for the founders-managers (i.e. SAS ENJOY and SAS MEFASUDE) and the financial shareholders (i.e. FORCE 29 and UNEXO): 365 days following the Offer’s settlement-delivery date, with the exception of, if applicable, sales that may be carried out in connection with the exercising of the Over-allotment Option.
Indicative schedule
13 September 2021 Approval of the Prospectus by the AMF
14 September 2021 Opening of the Open Price Offer and the Global Placement
28 September 2021 Closing of the Open Price Offer at 17:00 CET (over-the-counter subscriptions) and 20:00 CET (online subscriptions)
29 September 2021 Closing of the Global Placement at 12:00 CET, setting of the Offer price and publication of the press release indicating the Offer price and Offer results
1 October 2021 Settlement-delivery of the Open Price Offer and the Global Placement
4 October 2021 Start of trading for the Company’s shares on Euronext Growth
28 October 2021 Deadline for exercising the Over-allotment Option
Financial advisers and intermediaries
ALLEGRA FINANCE: Listing Sponsor
PORTZAMPARC, TP ICAP: Lead Managers and Associate Bookrunners
Forward-looking statements
This press release contains forward-looking statements. These statements are not guarantees of the Company’s future performance. This forward-looking information relates to the Company’s commercial strategy, development and future prospects and is based on the analysis of forecasts for future results and market data estimates. The forward-looking information inherently involves risks and uncertainties because it relates to events and depends on circumstances that may or may not occur in the future. The Company draws the public’s attention to the fact that the forward-looking statements do not under any circumstances constitute a guarantee of its future performance and that its actual financial position, results and cash flow, as well as the development of the sector that the Company operates in, may differ significantly from those proposed or suggested by the forward-looking statements contained in this document. Moreover, even if the Company’s financial position, results and cash flow, and the development of the sector that the Company operates in, were consistent with the forward-looking information contained in this document, these results or developments may not be a reliable indicator of the Company’s future results or development.
Disclaimer
This press release and the information that it contains do not constitute an offer to subscribe for or sell, or a solicitation for an order to subscribe for or purchase the Company’s shares in any country.
No communication or information concerning this press release or concerning the Company may be published in any country or region requiring registration or approval. No action has been (or will be) undertaken in any jurisdiction outside of France where such steps would be required.
In certain countries, the distribution of this press release may be subject to specific regulations. Consequently, persons in such jurisdictions where the press release is released, published or distributed must inform themselves about and comply with such legislation and regulations.
This press release constitutes an advertisement communication and not a prospectus as defined by Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).
This press release does not constitute and should not be construed as a public offering, an offer to purchase or subscribe or a public solicitation with a view to a public offering.
This press release does not constitute an offer to sell securities or a solicitation for an offer to purchase or subscribe for securities in the United States of America. The Company’s shares or any other securities cannot be offered or sold in the United States of America unless they are registered in accordance with the U.S. Securities Act of 1933 (amended), or exempt from registration. The Company’s shares will be offered or sold exclusively outside of the United States of America and through offshore transactions, in accordance with Regulation S of the Securities Act. The Company does not intend to register all or part of the offering in the United States or to conduct a public offering in the United States.
With respect to the member states of the European Economic Area that apply the Prospectus Regulation, no action has been undertaken or will be undertaken to permit a public offering of the securities subject to this press release that would require the Company to publish a prospectus in any Member State other than France. As a result, the Company’s shares may not and will not be offered in any Member State other than France, except in accordance with the exemptions set by the Prospectus Regulation, or under any other circumstances which do not require the Company to publish a prospectus as defined by the Prospectus Regulation and/or the regulations applicable in said Member State.
In the case of the United Kingdom, the press release is intended exclusively for persons who (i) are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as currently in force, hereafter the “Financial Promotion Order”), (ii) are covered by Article 49(2) (a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, or (iii) have been invited or induced to engage in investment activity (within the meaning of Section 21 of the Financial Promotion Order) for the issue or sale of any securities that may be legally communicated, directly or indirectly (with all of these persons referred to collectively as “Authorised Persons”). This press release is intended exclusively for Authorised Persons and cannot be used by anyone other than an Authorised Person.
The information contained in this press release does not constitute an offer of securities in Canada, Australia or Japan. This press release is not intended to be published, released or distributed, directly or indirectly, in Canada, Australia or Japan.
Prospectus summary
Section 1 – INTRODUCTION AND DISCLAIMER
1.1
Identification of the securities offered
Name of the shares: ENTECH – ISIN code: FR0014004362 – Mnemonic code: ALESE
1.2
Identification of the issuer: ENTECH SA
The Company’s registered office is located at ZA Menez Prat – 11 allée Jean-François de la Pérouse – 29000 QUIMPER, registered in the QUIMPER trade and companies register under number 818 246 316.
Contact: Telephone: 02.98.94.44.48 Email address: [email protected] – Website: www.entech-se.com – LEI code: 969500A2Z14AVX87BU73
1.3
Identity and contact details of the competent authority that approved the Prospectus
Autorité des marchés financiers (AMF) 17, place de la Bourse – 75082 Paris Cedex 02
1.4
Prospectus approval date
The Autorité des marchés financiers has approved the prospectus under No. 21-395 on 13 September 2021.
1.5
Disclaimer
This summary should be read as an introduction to the Prospectus.
- Any decision to invest in the securities being offered to the public must be based on a thorough review of the Prospectus by the investor as a whole;
- The investor may lose all or part of the capital invested;
- Where an action concerning the information contained in the Prospectus is brought before a court, the plaintiff investor may, under the national law of the Member States, have to bear the costs of translating the Prospectus before the start of the legal proceedings;
The persons who have presented the summary, including, where applicable, its translation, shall only be liable if the content of the summary is misleading, inaccurate or inconsistent with the other parts of the Prospectus or if it does not, when read in conjunction with the other parts of the Prospectus, provide key information to assist investors when considering whether to invest in these securities.
Section 2 – KEY INFORMATION ON THE ISSUER
2.1
Who is the issuer of the securities ?
The issuer is Entech, a public limited company under French law, whose registered office is located at ZA Menez Prat – 11 allée Jean-François de la Pérouse – 29000 QUIMPER.
Applicable law: French law. Country of origin: France.
Entech was created in 2016 by Christopher Franquet and Laurent Meyer. The Company’s core activities are the development and marketing of renewable energy generation and storage solutions, and setting up smart supervision and power grid management systems, enabling its clients to increase the efficiency of their facilities and optimise their return on investment.
The Company’s business covers both on-grid and off-grid facilities, making it possible to create microgrids. It also provides production and storage solutions for green hydrogen (i.e. from renewable energies). The Company is able to offer turnkey services that enable it to stand out from the competition by its ability to manage complex, high value-added projects from end to end: cross-disciplinary skills in energy conversion, smart energy management, interactive supervision interfaces and demonstration of its know-how, in particular through E-Factory, its factory; the design and installation of photovoltaic power plants, the storage of renewable energy and the production and storage of green hydrogen. The Company has become a major player for renewables by building expertise in technological components. The Company applies an open “agnostic” approach in terms of technological choices for the systems deployed, which enables it to gain extensive expertise and capitalise on its return on experience with the various technologies available on the market, while also designing its own software components to ensure effective communication with these diverse technologies. This interoperability is a key asset for any integrator.
The Company is looking to position itself on other links in the value chain, both upstream and downstream, through co-development and operations. The Company is responding positively to the demands of regional institutional organisations and private developers-operators with a view to pooling a project development approach. This covers all three business lines: generation, storage and hydrogen.
The shareholding of the Company at the date of approval of the Prospectus is as follows:
| Number of shares and voting rights | % of capital and voting rights | |
| SAS ENJOY(1) | 7,056,000 | 70% |
| SAS MEFASUDE(2) | 2,544,000 | 25% |
| UNEXO | 273,600 | 3% |
| FORCE 29 | 136,800 | 1% |
| Total | 10,010,400 | 100% |
(1) Company held by Christopher FRANQUET except for one share held by his spouse
(2) Company held by Laurent MEYER except for one share held by his spouse
(3) On the date of delivery of the certificate of deposit of the funds of the capital increase relating to the IPO, UNEXO and Force 29 will convert their OCA 1s and will hold respectively 547,200 shares (i.e. 5.25% of the capital) and 273,600 shares (i.e. 2.63% of the capital)
Following the IPO, it is specified that SAS ENJOY and SAS MEFASUDE will remain controlling shareholders of the Company and will act in concert. The Company is managed by Mr Christopher FRANQUET as Chairman and CEO and by Laurent MEYER as Deputy CEO. The statutory auditors are GORIOUX and DELOITTE & ASSOCIES.
2.2
What is the key financial information about the issuer ?
| BALANCE SHEET data (€’000) | 31/03/2021 (12 months) |
31/03/2020 (12 months) |
| TOTAL ASSETS | 17,324 | 10,026 |
| TOTAL FIXED ASSETS | 2,505 | 2,273 |
| TOTAL CURRENT ASSETS | 14,819 | 7,753 |
| Of which prepayments and advances paid to suppliers | 1,398 | 87 |
| Of which trade receivables and related | 9,562 | 5,343 |
| Of which other receivables | 1,843 | 1,686 |
| Of which cash | 1,781 | 385 |
| TOTAL LIABILITIES | 17,324 | 10,026 |
| TOTAL SHAREHOLDERS’ EQUITY | 3,254 | 3,704 |
| Of which provisions for risks and charges | 115 | 89 |
| TOTAL DEBT | 13,954 | 6,232 |
| Of which convertible bonds | 1,000 | 1,000 |
| Of which bank borrowings | 8,663 | 2,981 |
| Trade payables | 2,330 | 1,292 |
| (€’000) | 31/03/2021 | 31/03/2020 |
| Net revenues | 9,428 | 5,655 |
| Financial result | (167) | (145) |
| Current profit before tax | (1,495) | (181) |
| Extraordinary result | 581 | 10 |
| Income tax | 578 | 727 |
| Net income | (335) | 556 |
| CASH FLOW STATEMENT (€’000) | 31/03/2021 (12 months) |
31/03/2020 (12 months) |
| Cash flow from operating activities | (3,879) | (1,720) |
| Cash flow from investing activities | (753) | (1,182) |
| Net cash flow from financing activities | 5,577 | 915 |
| Cash flow | 944 | (1,987) |
| (€’000) | 31/03/2021 | 31/03/2020 |
| EBITDA | (805) | 939 |
| Depreciation on fixed assets | 520 | 406 |
| Depreciation on current assets | 3 | 588 |
| Reversals of provisions for bad debts | -19 | |
| Operating income | (1,328) | (36) |
2.3
What are the main risks specific to the issuer ?
| Type of risk | Level of criticality of the net risk |
| Risk relating to the Company’s expansion on emerging markets. The Company operates on emerging markets, notably in Western Africa, and is exposed in particular to risks of political instability, staff security or unfavourable regulatory developments. | High |
| Client risk. The Company may be exposed to the risk of default by its clients. | High |
| Risk relating to the IT infrastructure. The Company’s activity is dependent on the uninterrupted performance of its IT systems. IT system disruptions could jeopardise the Company’s ability to operate. | Moderate |
| Risk relating to the storage and hydrogen activities. Storage and hydrogen activities are subject to a risk of explosion involving risks for the safety of employees and end users. | Moderate |
| Risk relating to disputes and litigation. The Company may be involved in a certain number of legal or administrative proceedings in the course of its activities, which could result in delays with the implementation of contracts and impact the Company’s financial statements. | Moderate |
| Risk relating to human resources and key personnel. The Company could be exposed to a risk of recruitment and retention of its employees and dependence on its key people (notably the two founders). | Moderate |
| Supplier risk. The Company is dependent on its key suppliers (notably for batteries and fuel cells). The Company applies an agnostic, open approach, which enables it to work with multiple suppliers. | Moderate |
| Liquidity risk | Moderate |
Section 3 – KEY INFORMATION ON SECURITIES
3.1
What are the main characteristics of securities?
3.1.1 Nature and type of securities –ISIN code
The offer is for ordinary shares with the ISIN code FR0014004362- mnemonic code ALESE.
3.1.2 Currency of issue – Name, nominal value and number of securities issued and their maturity
Currency of issue: Euro
The offer of securities (hereinafter the “Offer“) concerns a maximum of 4,186,331 shares resulting from:
- The issue of an initial number of 3,165,468 new shares to be issued in the context of a capital increase with shareholders’ preferential subscription rights cancelled to be subscribed in cash by way of a public offering;
- Which may be increased to 3,640,288 new shares in case of exercise in full of the Extension Clause (together, the “New Shares“); and
- The sale of up to 546,043 existing shares by the current shareholders, in the event of exercise in full of the Over-Allotment Option (the “Transferred Shares” and together with the New Shares, the “Offering Shares“).
3.1.3 Rights attached to securities
Right to dividends, voting rights (including double voting rights if the shares are held in registered form for at least two years, it being specified that the period of holding in registered form prior to the date of listing of the shares on the Euronext Growth Paris market will be taken into account), preferential subscription rights for securities of the same class, right to a share in the Company’s profits and right to share in any surpluses in the event of liquidation.
3.1.4 Restrictions
There are no statutory clauses restricting the free trading of the shares comprising the Company’s capital.
3.1.5 Relative ranking of securities in the capital structure of the issuer in the event of insolvency
These are ordinary shares (the Company has issued nothing but ordinary shares)
3.1.6 Dividend or distribution policy
The Company has not established a policy for the distribution of dividends, but it reserves the right to propose to the General Meeting of Shareholders that a dividend be paid, if the Company’s results allow it to do so and provided this will not prevent it from mobilising the available resources necessary to finance its development plan.
The dividends distributed by the Company in recent years are described below:
| FINANCIAL YEAR ENDING: | INCOME ELIGIBLE TO THE TAX DEDUCTION | INCOME NOT ELIGIBLE TO THE TAX DEDUCTION | |
| DIVIDENDS | OTHER DISTRIBUTED INCOME | ||
| 31/03/2021 | – | – | – |
| – | – | €71,905 | |
| – | – | €500,000 | |
3.2
Where will the securities be traded?
The securities of the Company for which the listing on the Euronext Growth Paris market is requested are:
- The 10,010,400 ordinary shares comprising the share capital, fully subscribed and paid up (the “Existing Shares“), including a maximum of 546,043 Existing Shares that will be sold by the current shareholders, in the event of full exercise of the Over-Allotment Option (see section 4.3 of the summary of the Prospectus below);
- The New Shares with a maximum number of 3,640,288 (see section 3.1.2 above);
As of the date of listing, the shares of the Company will all be of the same class and par value.
Date of entitlement: The Offering Shares will be equivalent to the Existing Shares upon issuance.
ISIN code: FR0014004362- Mnemonic code: ALESE – ICB Classification: 0583 – Renewable Energy Equipment
Listing place: Euronext Growth Paris – «Public offer» compartment.
No other application for admission to trading on a regulated market or an organised multilateral trading facility has been made by the Company.
3.3
Are securities subject to a guarantee?
The issue is not subject to a guarantee. There is no intention to subscribe by the corporate officers. Nevertheless, the Company has received commitments from investors to subscribe to the Offer for a an amount of around € 13.1 million (i.e. 59.6% of the Offer).
3.4
What are the main risks specific to securities?
| Type of risk | Risk evaluation |
| No prior listing (uncertainty as to the future market liquidity of the share and risk of significant variations in the share price compared to the Offer Price) | Moderate |
| The Company’s share price may be affected by significant volatility | Moderate |
| The sale of a large number of the Company’s shares could have a significant impact on the market price of the Company’s shares | Moderate |
| Risks related to the lack of liquidity in the share, in particular in the event that the Offer is limited to 75% of the amount initially planned | Moderate |
| Risks related to insufficient subscriptions and cancellation of the Offer | Moderate |
| Risk related to the control of the Company by its founders | Moderate |
| Failure to sign or termination of the Investment Agreement would result in the cancellation of the Offer | Low |
Section 4 – KEY INFORMATION ON THE SECURITIES OFFERING
4.1
Under what conditions and according to what schedule can I invest in this security?
Structure of the Offer
The distribution of the Offered Shares is expected to be made as part of a global offer (the “Offer“), comprising:
– a public offering in France in the form of an open price offer, mainly intended for individuals (the “Open Price Offer” or “OPO“), it being specified that :
- Orders will be broken down according to the number of shares requested: A1 order fraction (from 1 share up to and including 250 shares) and A2 order fraction (above 250 shares);
- The A1 order fractions will benefit from a preferential treatment compared to the A2 order fractions in case all the orders could not be fully satisfied;
– an international offering primarily to institutional investors (the “Global Placement“) comprising:
- a placement in France; and
- an international private placement in certain countries excluding, in particular, the United States of America, Japan, Canada and Australia.
If the demand expressed in the framework of the OPO allows it, the number of shares allocated in response to the orders issued in the framework of the OPO will be at least equal to 10% of the number of shares offered in the framework of the Offer (before possible exercise of the Extension Clause).
In the event of insufficient demand, the capital increase envisaged in the framework of the Offer may be limited to the subscriptions received if they reach 75% of the amount of the initially planned issue. If this 75% threshold is not reached, the Offer will be cancelled and the orders will lapse.
Indicative price range
The price of the shares offered in the OPO will be equal to the price of the shares offered in the Global Offering (the “Offer Price“). The Offer Price could be in the range of EUR 5.91 to EUR 7.99 per share, as determined by the Board of Directors of the Company at its meeting on 10 September 2021 (the “Indicative Offer Price Range“). This information is provided for information purposes only and does not in any way prejudge the Offer Price that may be set outside this Indicative Range.
Methods of determining the Offer Price
The Offer Price is expected to be set by the Board of Directors on 29 September 2021 in accordance with the indicative timetable. It will result from the matching of the offer of the shares and the bids made by investors in the context of the Global Offering, according to the technique known as “order book construction” as developed by professional practices.
Gross and net proceeds of the Issue – Expenses related to the Issue
Based on the median price of the Indicative Offer Price Range, i.e. 6.95:
| Issue 75% subscribed * | Issue 100% subscribed | After Extension Clause | After Extension Clause and Over-Allotment Option** | |
| Gross proceeds | €14,030,937 | €22,000,003 | €25,300,002 | €25,300,002 |
| Estimated costs | €1,463,395 | €1,730,865 | €2,014,830 | €2,014,830 |
| Net proceeds | €12,567,541 | €20,269,138 | €23,285,172 | €23,285,172 |
*In case of a 75% limitation of the Offer, the amounts are calculated on the basis of the lower limit of the Indicative Offer Price Range, i.e. 5.91.
** It is specified that only the net proceeds resulting from the issuance of the New Shares will be paid to the Company, the net proceeds from the above-mentioned sales being paid to the current shareholders.
No costs will be borne by the investor.
Key dates in the expected timetable for the Offer
| 13 September 2021 | Approval of the Prospectus by the AMF. |
| 14 September 2021 |
|
| 28 September 2021 |
|
| 29 September 2021 |
|
| 1 October 2021 |
|
| 4 October 2021 |
|
| 28 October 2021 |
|
Terms of subscription
The issue subject to the Offer is made with preferential subscription rights cancelled.
Persons wishing to participate in the Open Price Offer must submit their orders to an authorised financial intermediary in France no later than 5:00 p.m. (Paris time) on 28 September 2021 for bank-counter subscriptions and 8:00 p.m. (Paris time) for online subscriptions.
In order to be taken into account, orders issued in the context of the Global Offering must be received by the Joint Lead Managers and Joint Bookrunners no later than 12:00 p.m. (Paris time) on 29 September 2021, unless the offering is closed early.
Lead-Managers and Joint Bookrunners
PORTZAMPARC (BNP Paribas group) – 1 boulevard Haussmann, 75009 Paris
TP ICAP (Europe) SA – 89-91 rue du Faubourg Saint Honoré 75008 Paris
Withdrawal of orders
Subscription orders placed online by private individuals in connection with the OPO will be revocable online until the closing of the OPO (on 28 September 2021 at 8:00 p.m. (Paris time)). It is the responsibility of individuals to contact their financial intermediary in order to verify, on the one hand, the terms and conditions for revoking orders placed via the Internet and, on the other hand, whether orders transmitted via other channels are revocable and under what conditions. Any order issued in the context of the Global Offering may be revoked exclusively with the Lead Manager and Bookrunner who received the order until 29 September 2021 at 12:00 p.m. (Paris time), unless the offering is closed early or extended.
Potential dilution that could result from the Offer, on the shareholding of a shareholder who would not subscribe to the Offer and consolidated equity per share
| Shareholder holding | Shareholders equity(2) per share at 31 March 2021 |
|||
| Undiluted basis | Diluted basis(1) | Undiluted basis | Diluted basis(1) | |
| Before the Offer | 1.00% | 1.00% | €0.27 | €0.27 |
| After the Offer 100% subscribed | 0.80% | 0.80% | €2.21 | €2.21 |
| After the Offer in case of exercise of the Extension Clause | 0.78% | 0.78% | €2.44 | €2.44 |
| After the Offer 75% subscribed | 0.84% | 0.84% | €1.65 | €1.65 |
(1) The securities giving access to the capital are the BSPCE 2020-1warrants, the BSPCE 2020-2 warrants, the OCA 1 convertible bond (it being specified that the OCA 1 will be converted in full on the day of delivery of the certificate from the depositary of the funds corresponding to the capital increase carried out in the context of the Company’s initial public offering), the OCA 2 and the OCA 2021. The OCA 2 will be subject to early redemption in the event of an IPO.
(2) Before allocation of costs to the issue premium
The Over-Allotment Option has no dilutive impact as it concerns shares originated from the sale of Existing Shares.
Intentions of subscription of the Company’s main shareholders, members of its administrative, management or supervisory bodies
There are no intentions of subscription from corporate officers. On the other hand, the Company has received (firm and irrevocable) subscription commitments from third party investors for an amount of about €13.1 million (i.e. 59.6% of the Offer amount), broken down as follows:
- MIROVA for €6m;
- 9.5% of the post-IPO free float from CDC Croissance up to €3 million (i.e. €2.360 million based on a 100% Offer at the mid-point of the price range, and up to €3 million based on the high end of the price range and in the event of exercise of the Extension Clause and the Over-Allotment Option);
- EIFFEL INVESTMENT GROUP for €2 million at the mid-point of the price range (this commitment will be €2.5 million based on the low end of the price range and €1.5 million based on the high end of the price range);
- VATEL CAPITAL for €2M at the mid-point of the price range (this commitment will be €5M based on the low end of the price range and €0.1M based on the high end of the price range);
- IMHOTEL for €400,000 at the mid-point of the price range (this commitment will be €500K based on the low end of the price range and €300K based on the high end of the price range);
- INOCAP GESTION for €355,000.
Commitment of abstention from the Company
180 days from the settlement-delivery of the New Shares, subject of this Securities Note.
Lock-up commitments made by certain shareholders
The founding managers (i.e. SAS ENJOY and SAS MEFASUDE) and the financial shareholders (i.e. FORCE 29 and UNEXO) representing 100% of the Company’s share capital prior to the Offering, will retain all of their respective shareholdings as well as, for the financial shareholders, the shares resulting from the conversion of the OCA 1, for a minimum of 365 calendar days as from the settlement-delivery of the Offering, with the exception of any disposals that may take place pursuant to the Exercise of the Over-Allotment Option.
These commitments are made subject to certain customary exceptions such as transfers to a third party previously authorised by the Joint Lead Managers and Joint Bookrunners, which may be accompanied by the assumption of the commitment by the transferee over the remaining term of the initial commitment, the contribution to a public tender or exchange offer for the Company’s shares, or the transfer to a controlled entity.
Impact of the Offer on the distribution of capital and voting rights
Depending on the final size of the Offer, the share of capital (and voting rights) held by the concerted management-founders through the entities SAS ENJOY and SAS MEFASUDE will be between 63.54% and 72.58% of the capital, and between 76.38% and 83.12% of the voting rights.
4.2
Why is this Prospectus being prepared ?
Reasons for the Offer – Estimated Net Proceeds – Use of Proceeds
The purpose of this capital increase is to provide the Company with the financial resources necessary to implement its growth strategy. Thus, the estimated net proceeds of the Offering amount to €20.3 million (assuming a 100% issue in the mid price range) will be used to finance the following four strategic objectives
€8m to accelerate commercial deployment and strengthen training programmes:
The Company plans in particular to (1) strengthen its sales force with the recruitment of around 30 people over 5 years. These new resources will enable the Company to intensify its commercial prospection both with existing customers and with potential new customers and will strengthen its capacity to respond to calls for tender; (2) intensify its communication and marketing efforts to accompany and support the sales force and its capacity to recruit; (3) open several offices in France and abroad to increase its presence and its network. The creation of these offices corresponds to the Company’s desire to establish itself in employment areas that facilitate recruitment and to be as close as possible to its clients and the industry players. In some countries, local structures could also be set up to facilitate market access. (4) to strengthen its project management and marketing teams as well as its management staff (at the time of the IPO, the Company plans to recruit approximately 60 employees) (5) to reinforce its training programmes, which may vary according to the field of activity, between 6 and 18 months in order to allow the employee to be fully operational, it being specified that the Company is considering the creation of internal training programmes (“Entech Academy”) dedicated to this training.
€8m to consolidate the technological lead through an active R&D policy
Engineering and innovation are at the core of the Company’s value proposition with engineers representing approximately 60% of the workforce. The Company plans to strengthen its R&D team with profiles mainly specialised in industrial computing, web design, data science, hydrogen systems, thermal and electrical systems. The Company intends to pursue its R&D activity mainly in the following areas (a) accelerating the development of software features (big data, predictive maintenance functionalities, new uses in connection with low-carbon mobility infrastructures, electronic payment and energy flow valuation platform), (b) accelerating the development, standardising and industrialising products linked to the production and use of green hydrogen and (c) electric mobility (charging infrastructure, propulsion systems and mobile power supply for the land and marine sectors) (d) integrating future power electronics technologies. All these developments will be evaluated and may be protected through patenting.
€3.8m to consolidate its position in the value chain by co-developing projects
The Company’s ambition is to regularly intervene as a co-developer in the entire process of photovoltaic, storage or hydrogen projects and to deliver turnkey projects to its customers. The co-development activity has the advantage for the Company of positioning itself very early on in the project process, gaining visibility on the turnkey construction activity, generating recurring revenues through the operation of the power plants and through remuneration on performance or directly on the sale of energy or services by being integrated into the operating company.
The Company is already involved in one project of this type, as co-developer with Energies en Finistère in the context of a project to operate a photovoltaic park on the former Kerjéquel landfill site in Quimper. Given the number of requests to co-develop projects, the Company is already considering participating in 100 co-development projects split over the next five years on a straight-line basis, it being specified that these are operations requiring significant equity capital for the Company.
The implementation of the three major objectives presented above requires the implementation of resources that will be allocated: (1) financing the Company’s working capital requirements inherent in its activity, (2) recruitment plans to strengthen the innovation team in order to maintain the Company’s current technological lead, to strengthen the sales team in order to address new customers in new markets, to increase the number of project managers, and finally, to consolidate certain support functions (in particular, the finance and HR functions), (3) financing co-development, in particular through technical and feasibility studies and the recruitment of business developers and project managers.
€0.5M for the early redemption of the OCA 2
The Company will proceed with the early redemption of the OCA 2 issued in November 2018 for €500K.
The planned IPO will enable the Company to raise the funds necessary to finance its strategy, to strengthen its credibility, particularly financial credibility with certain key accounts for referencing purposes, and to benefit from increased visibility on which it will be able to capitalise to address new markets. The total financing requirement presented in the Company’s development plan is €20 million, it being specified that 16 million is needed to achieve the financial objectives, divided equally between the first two strategic objectives at €8 million each.
If the Offer is limited to 75% (estimated net proceeds of €12.6 million based on an Offer Price at the bottom of the price range), the net proceeds to be received (to which should be added the €3 million received following the subscription in September 2021 of a convertible bond by the FPCI Epopée Transitions 1, bringing the available cash to €15.5 million) would be allocated as a priority to the early redemption of the OCA 2 for €0.5 million, and the balance in equal parts (i.e. €7.5 million) to the objectives of accelerating the commercial roll-out and strengthening the training programmes, as well as consolidating the Company’s technological lead through an active R&D policy. The self-financing generated by the Company will make up the €1 million (difference between the €8 million requirement and the €7.5 million available for the two main objectives) required. The objective of consolidating the Company’s position in the value chain contributes little to the achievement of the development plan and can be financed, relying on its strengthened equity, by additional financing, notably non-dilutive financing from banks. The limitation of the Offer to 75% will not call into question the Company’s strategy or the speed of its deployment. The turnover (€130 million) and EBITDA (>20%) targets for 2025 would not be called into question.
Placement agreement
The Offer will be subject to a placement agreement to be entered into between the Joint Lead Managers and Bookrunners and the Company, covering all of the Offering Shares. This agreement does not constitute a performance guarantee within the meaning of Article L. 225-145 of the French Commercial Code. In the event of non-signature or termination of the placement agreement, the subscription orders and the Offer would be retroactively cancelled.
Underwriting: None. – Conflicts of interest: None. – Price Disparity: See below:
The General Meeting of 23 December 2020 allocated 230 warrants as business creator shares (BSPCE) divided into two plans BSPCE 2020-1 and BSPCE 2020-2 giving the right to 110,400 shares for an exercise price of EUR 1.4260 per share. These BSPCE become exercisable in tranches:
- As from 1 April 2021: 80 BSPCE 2020-1 can be exercised
- As from 1 April 2022: 10 BSPCE 2020-1 and 20 BSPCE 2020-2 may be exercised
- As from 1 April 2023: 10 BSPCE 2020-1 and 20 BSPCE 2020-2 may be exercised
- As from 1 April 2024: 10 BSPCE 2020-1 and 20 BSPCE 2020-2 may be exercised
- As from 1 April 2025: 20 BSPCE 2020-1 and 40 BSPCE 2020-2 may be exercised
This exercise price of EUR 1.4260 per share represents a discount of 387.4% to the Median Price of the Indicative Price Range.
The 855 OCA1 issued on 14 November 2018 for a total amount of €500,000 will be converted into shares on the day of delivery of the certificate from the depositary of the funds corresponding to the capital increase carried out in the context of the Company’s IPO. The conversion ratio of 1 new ordinary share of the Company for 1 OCA1 results in a discount of 470.3% to the Median Price of the Indicative Price Range.
4.3
Who is the seller of securities (if different from the issuer) ?
The shares offered under the Over-Allotment Option will come exclusively from the sale of Existing Shares by the current shareholders:
| Selling shareholders | Number of shares sold |
| SAS ENJOY | 253 991 |
| SAS MEFASUDE | 137 579 |
| UNEXO | 79 001 |
| FORCE 29 | 75 472 |
| Maximum number of shares to be sold (Over-Allotment option only) | 546,043 |
1 Based on the median price from the indicative price range, i.e. €6.95 per share
2 Based on the median price from the indicative price range, i.e. €6.95 per share
Attachment
Artificial Intelligence
Building Energy Management Systems Market Projected to Reach $67.69 billion by 2030 – Exclusive Report by 360iResearch
PUNE, India, April 24, 2024 /PRNewswire/ — The report titled “Building Energy Management Systems Market by Component (Hardware, Services, Software), Type (Integrated Building Energy Management Systems, Standalone Building Energy Management Systems), Application, Deployment Mode, End-Use – Global Forecast 2024-2030” is now available on 360iResearch.com’s offering, presents an analysis indicating that the market projected to grow from a size of $34.52 billion in 2023 to reach $67.69 billion by 2030, at a CAGR of 10.09% over the forecast period.
“Revolutionizing Energy Efficiency Globally With The Evolution of Building Energy Management Systems (BEMS)”
In an era where energy conservation and efficiency have become paramount, building energy management systems (BEMS) are at the forefront of this transformation, offering solutions that monitor, control, and optimize energy usage within buildings. These advanced systems, leveraging real-time data analytics, automate energy control, enhance energy savings, reduce costs, and contribute to a greener planet. Primarily utilized in commercial spaces, residential areas, and industrial sectors, BEMS has a broad application scope, covering HVAC, lighting, and security systems. Factors driving the expansion of the BEMS market include escalating energy expenses, heightened awareness of environmental impacts, and the increasing incorporation of Internet of Things (IoT) and cloud-based technologies, coupled with supportive government initiatives promoting energy-efficient infrastructures. Although challenges such as high initial costs and technology integration barriers exist, the advent of AI and IoT technologies within BEMS heralds a future of predictive energy management and remote operational capabilities, with a growing emphasis on integrating renewable energy sources. Regions such as the United States, Canada, the European Union, and emerging economies such as China and India are witnessing significant growth in BEMS adoption, spurred by regulatory policies and a shift towards sustainable building practices. This global movement toward BEMS signals a step toward reducing carbon footprints and highlights the collective effort to embrace technology for a sustainable future.
Download Sample Report @ https://www.360iresearch.com/library/intelligence/building-energy-management-systems
“Harnessing Energy Management for Sustainability and Efficiency”
Data centers are pivotal infrastructures in the digital transformation era, consuming up to 50 times more energy than typical commercial spaces. This energy demand positions data centers as key contributors to the U.S.’s overall electricity consumption. Recognizing this, implementing building energy management systems (BEMS) is crucial in mitigating the environmental impact and operational costs associated with data centers. BEMS optimizes cooling systems to prevent equipment overheating, thereby enhancing energy efficiency by leveraging real-time data. Such systems reduce the power usage effectiveness (PUE) ratio, highlighting a move toward more sustainable consumption patterns and ensuring data centers’ operational continuity. Integrating seamlessly with existing infrastructure, BEMS offers a comprehensive approach to energy management, enabling more innovative cooling, efficient power usage, and predictive maintenance. This transition highlights a commitment to environmental responsibility and fosters operational efficiency, setting a new standard for data center operations worldwide.
“Revolutionizing Building Efficiency With Advanced Energy Management Systems Optimized Usage”
In push toward sustainability, building energy management systems (BEMS) stands at the forefront of innovation, integrating sophisticated hardware such as sensors, actuators, controllers, and more to manage and reduce energy consumption in buildings meticulously. These systems work in concert to monitor environmental conditions and adjust heating, ventilation, and air conditioning (HVAC) settings in real time, leading to significant energy savings. BEMS provides valuable data that helps identify savings opportunities, while networking tools ensure seamless communication between devices by precisely tracking energy flow through meters. Servers process vast amounts of data, enabling detailed analysis and actionable insights to refine energy use further. Additionally, comprehensive services, including customized consultations and dedicated support, ensure that each BEMS is tailored to a building’s unique needs, providing efficient operation and extended system longevity. BEMS exemplifies the strategic shift toward more sustainable and operationally excellent building management through the collaborative synergy of hardware, software, and expert services.
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“Schneider Electric SE at the Forefront of Building Energy Management Systems Market with a Strong 13.97% Market Share”
The key players in the Building Energy Management Systems Market include Schneider Electric SE, Honeywell International Inc., Azbil Corporation, Emerson Electric Co., Johnson Controls International PLC, and others. These prominent players focus on strategies such as expansions, acquisitions, joint ventures, and developing new products to strengthen their market positions.
“Introducing ThinkMi: Revolutionizing Market Intelligence with AI-Powered Insights for the Building Energy Management Systems Market”
We proudly unveil ThinkMi, a cutting-edge AI product designed to transform how businesses interact with the Building Energy Management Systems Market. ThinkMi stands out as your premier market intelligence partner, delivering unparalleled insights with the power of artificial intelligence. Whether deciphering market trends or offering actionable intelligence, ThinkMi is engineered to provide precise, relevant answers to your most critical business questions. This revolutionary tool is more than just an information source; it’s a strategic asset that empowers your decision-making with up-to-the-minute data, ensuring you stay ahead in the fiercely competitive Building Energy Management Systems Market. Embrace the future of market analysis with ThinkMi, where informed decisions lead to remarkable growth.
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“Dive into the Building Energy Management Systems Market Landscape: Explore 180 Pages of Insights, 566 Tables, and 26 Figures”
PrefaceResearch MethodologyExecutive SummaryMarket OverviewMarket InsightsBuilding Energy Management Systems Market, by ComponentBuilding Energy Management Systems Market, by TypeBuilding Energy Management Systems Market, by ApplicationBuilding Energy Management Systems Market, by Deployment ModeBuilding Energy Management Systems Market, by End-UseAmericas Building Energy Management Systems MarketAsia-Pacific Building Energy Management Systems MarketEurope, Middle East & Africa Building Energy Management Systems MarketCompetitive LandscapeCompetitive PortfolioInquire Before Buying @ https://www.360iresearch.com/library/intelligence/building-energy-management-systems
Related Reports:
Home Energy Management System Market – Global Forecast 2024-2030Energy Management System Market – Global Forecast 2024-2030Intelligent Building Automation Technologies Market – Global Forecast 2024-2030About 360iResearch
Founded in 2017, 360iResearch is a market research and business consulting company headquartered in India, with clients and focus markets spanning the globe.
We are a dynamic, nimble company that believes in carving ambitious, purposeful goals and achieving them with the backing of our greatest asset — our people.
Quick on our feet, we have our ear to the ground when it comes to market intelligence and volatility. Our market intelligence is diligent, real-time and tailored to your needs, and arms you with all the insight that empowers strategic decision-making.
Our clientele encompasses about 80% of the Fortune Global 500, and leading consulting and research companies and academic institutions that rely on our expertise in compiling data in niche markets. Our meta-insights are intelligent, impactful and infinite, and translate into actionable data that support your quest for enhanced profitability, tapping into niche markets, and exploring new revenue opportunities.
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Artificial Intelligence
Terra Drone, Unifly, and Aloft Launch UTM Development for AAM Targeting Global Markets
TOKYO, April 25, 2024 /PRNewswire/ — Terra Drone Corporation, a leading drone and Advanced Air Mobility (AAM) technology provider headquartered in Japan, announced today the launch of joint development with its Group companies Unifly NV (“Unifly”) and Aloft Technologies Inc. (“Aloft”) focused on UAS Traffic Management (UTM) for AAMs targeting global markets. Terra Drone has been making strides in its pioneering UTM business via strategic investments in Unifly, a leading UTM technology provider based in Belgium, and Aloft, which has the top UTM market share in the U.S. This collaboration marks the world’s first-ever joint UTM development for AAMs by multiple companies with extensive track records in UTM implementation and operation.
The three companies pursue joint UTM development to capitalize on the rapid global progress in electric vertical take-off and landing aircrafts (eVTOLs), set to revolutionize transportation. Morgan Stanley forecasts the Urban Air Mobility (UAM) market to reach $1 trillion by 2040 and $9 trillion by 2050 (1), with eVTOLs gaining global recognition through test flights and prototype showcases.
The companies proudly announce initiatives to enhance their existing UTM platforms in anticipation of the surge in eVTOL aircraft and drone activities. The shared vision for the UTM platform is to enable safe and efficient flight operations for eVTOLs and drones in the foreseeable future.
Recognizing the evolving needs of the AAM industry, they are dedicated to extending their platform by incorporating crucial additional functions. These enhancements, designed with automation at their core, aim to streamline operational efficiencies and pave the way for the integration of their increasingly automated UTM technology into the design and operational framework of AAMs. Through these efforts, they aim to set new standards in UTM and to facilitate the seamless integration of eVTOLs and drones into the national airspace, bolstering the potential for the AAM industry.
Through this initiative, they aim to build a global UTM infrastructure that kickstarts the AAM industry worldwide, creating a cohesive ecosystem that supports AAM growth and addresses broader challenges of urban mobility, sustainability, and air traffic safety.
Notes to Editor:
Research by Morgan Stanley in a report titled “eVTOL/Urban Air Mobility TAM Update: A Slow Take-Off, But Sky’s the Limit” https://advisor.morganstanley.com/the-busot-group/documents/field/b/bu/busot-group/Electric%20Vehicles.pdf]
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Artificial Intelligence
IBM to Acquire HashiCorp, Inc. Creating a Comprehensive End-to-End Hybrid Cloud Platform
$6.4 billion acquisition adds suite of leading hybrid and multi-cloud lifecycle management products to help clients grappling with today’s AI-driven application growth and complexity
HashiCorp’s capabilities to drive significant synergies across multiple strategic growth areas for IBM, including Red Hat, watsonx, data security, IT automation and Consulting
As a part of IBM, HashiCorp is expected to accelerate innovation and enhance its go-to-market, growth and monetization initiatives
Transaction expected to be accretive to Adjusted EBITDA within the first full year, post close, and free cash flow in year two
ARMONK, N.Y. and SAN FRANCISCO, April 24, 2024 /PRNewswire/ — IBM (NYSE: IBM) and HashiCorp Inc. (NASDAQ: HCP), a leading multi-cloud infrastructure automation company, today announced they have entered into a definitive agreement under which IBM will acquire HashiCorp for $35 per share in cash, representing an enterprise value of $6.4 billion. HashiCorp’s suite of products provides enterprises with extensive Infrastructure Lifecycle Management and Security Lifecycle Management capabilities to enable organizations to automate their hybrid and multi-cloud environments. Today’s announcement is a continuation of IBM’s deep focus and investment in hybrid cloud and AI, the two most transformational technologies for clients today.
“Enterprise clients are wrestling with an unprecedented expansion in infrastructure and applications across public and private clouds, as well as on-prem environments. The global excitement surrounding generative AI has exacerbated these challenges and CIOs and developers are up against dramatic complexity in their tech strategies,” said Arvind Krishna, IBM chairman and chief executive officer. “HashiCorp has a proven track record of enabling clients to manage the complexity of today’s infrastructure and application sprawl. Combining IBM’s portfolio and expertise with HashiCorp’s capabilities and talent will create a comprehensive hybrid cloud platform designed for the AI era.”
The rise of cloud-native workloads and associated applications is driving a radical expansion in the number of cloud workloads enterprises are managing. In addition, generative AI deployment continues to grow alongside traditional workloads. As a result, developers are working with increasingly heterogeneous, dynamic, and complex infrastructure strategies. This represents a massive challenge for technology professionals.
HashiCorp’s capabilities enable enterprises to use automation to deliver lifecycle management for infrastructure and security, providing a system of record for the critical workflows needed for hybrid and multi-cloud environments. HashiCorp’s Terraform is the industry standard for infrastructure provisioning in these environments. HashiCorp’s offerings help clients take a cloud-agnostic, and highly interoperable approach to multi-cloud management, and complement IBM’s commitment to industry collaboration (including deep and expanding partnerships with hyperscale cloud service providers), developer communities, and open-source hybrid cloud and AI innovation.
“Our strategy at its core is about enabling companies to innovate in the cloud, while providing a consistent approach to managing cloud at scale. The need for effective management and automation is critical with the rise of multi-cloud and hybrid cloud, which is being accelerated by today’s AI revolution,” said Armon Dadgar, HashiCorp co-founder and chief technology officer. “I’m incredibly excited by today’s news and to be joining IBM to accelerate HashiCorp’s mission and expand access to our products to an even broader set of developers and enterprises.”
“Today is an exciting day for our dedicated teams across the world as well as the developer communities we serve,” said Dave McJannet, HashiCorp chief executive officer. “IBM’s leadership in hybrid cloud along with its rich history of innovation, make it the ideal home for HashiCorp as we enter the next phase of our growth journey. I’m proud of the work we’ve done as a standalone company, I am excited to be able to help our customers further, and I look forward to the future of HashiCorp as part of IBM.”
Transaction Rationale
Strong Strategic Fit – The acquisition of HashiCorp by IBM creates a comprehensive end-to-end hybrid cloud platform built for AI-driven complexity. The combination of each company’s portfolio and talent will deliver clients extensive application, infrastructure and security lifecycle management capabilitiesAccelerates growth in key focus areas – Upon close, HashiCorp is expected to drive significant synergies for IBM, including across multiple strategic growth areas like Red Hat, watsonx, data security, IT automation and Consulting. For example, the powerful combination of Red Hat’s Ansible Automation Platform’s configuration management and Terraform’s automation will simplify provisioning and configuration of applications across hybrid cloud environments. The two companies also anticipate an acceleration of HashiCorp’s growth initiatives by leveraging IBM’s world-class go-to-market strategy, scale, and reach, operating in more than 175 countries across the globeExpands Total Addressable Market (TAM) – The acquisition will create the opportunity to deliver more comprehensive hybrid and multi-cloud offerings to enterprise clients. HashiCorp’s offerings, combined with IBM and Red Hat, will give clients a platform to automate the deployment and orchestration of workloads across evolving infrastructure including hyperscale cloud service providers, private clouds and on-prem environments. This will enhance IBM’s ability to address the total cloud opportunity, which according to IDC had a TAM of $1.1 trillion in 2023, with a compound annual growth rate in the high teens through 2027.1Attractive Financial Opportunity – The transaction will accelerate IBM’s growth profile over time driven by go-to-market and product synergies. This growth combined with operating efficiencies, is expected to achieve substantial near-term margin expansion for the acquired business. It is anticipated that the transaction will be accretive to Adjusted EBITDA within the first full year, post close, and free cash flow in year two.HashiCorp boasts a roster of more than 4,400 clients, including Bloomberg, Comcast, Deutsche Bank, GitHub, J.P Morgan Chase, Starbucks and Vodafone. HashiCorp’s offerings have widescale adoption in the developer community and are used by 85% of the Fortune 500. Their community products across infrastructure and security were downloaded more than 500 million times in HashiCorp’s FY2024 and include:
Terraform – provides organizations with a single workflow to provision their cloud, private datacenter, and SaaS infrastructure and continuously manage infrastructure throughout its lifecycleVault – provides organizations with identity-based security to automatically authenticate and authorize access to secrets and other sensitive dataAdditional products – Boundary for secure remote access; Consul for service-based networking; Nomad for workload orchestration; Packer for building and managing images as code; and Waypoint internal developer platformTransaction Details
Under the terms of the agreement, IBM will acquire HashiCorp for $35 per share in cash, or $6.4 billion enterprise value, net of cash. HashiCorp will be acquired with available cash on hand.
The boards of directors of IBM and HashiCorp have both approved the transaction. The acquisition is subject to approval by HashiCorp shareholders, regulatory approvals and other customary closing conditions.
The Company’s largest shareholders and investors, who collectively hold approximately 43% of the voting power of HashiCorp’s outstanding common stock, entered into a voting agreement with IBM pursuant to which each has agreed to vote all of their common shares in favor of the transaction and against any alternative transactions.
The transaction is expected to close by the end of 2024.
____________________1 The total cloud opportunity is the sum of the cloud-directed spends across Hardware, IT services and SW for Private and Public cloud implementation, sourced from IDC’s Worldwide Black Book Live Edition, March 2024 (V1 2024)
Conference Call Details
IBM’s regular quarterly earnings conference call is scheduled to begin at 5:00 p.m. ET, today. The Webcast may be accessed here. Presentation charts will be available shortly before the Webcast.
About IBM
IBM is a leading provider of global hybrid cloud and AI, and consulting expertise. We help clients in more than 175 countries capitalize on insights from their data, streamline business processes, reduce costs and gain the competitive edge in their industries. Thousands of government and corporate entities in critical infrastructure areas such as financial services, telecommunications and healthcare rely on IBM’s hybrid cloud platform and Red Hat OpenShift to affect their digital transformations quickly, efficiently and securely. IBM’s breakthrough innovations in AI, quantum computing, industry-specific cloud solutions and consulting deliver open and flexible options to our clients. All of this is backed by IBM’s legendary commitment to trust, transparency, responsibility, inclusivity and service. Visit www.ibm.com for more information.
About HashiCorp
HashiCorp is The Infrastructure Cloud™ company, helping organizations automate multi-cloud and hybrid environments with Infrastructure Lifecycle Management and Security Lifecycle Management. HashiCorp offers The Infrastructure Cloud on the HashiCorp Cloud Platform (HCP) for managed cloud services, as well as self-hosted enterprise offerings and community source-available products. The company is headquartered in San Francisco, California. For more information, visit HashiCorp.com.
Press Contacts:
IBM:Tim Davidson, [email protected]
HashiCorp:Matthew Sherman / Jed Repko / Haley Salas / Joycelyn BarnettJoele Frank, Wilkinson Brimmer Katcher212-355-4449
Additional Information and Where to Find It
HashiCorp, Inc. (“HashiCorp”), the members of HashiCorp’s board of directors and certain of HashiCorp’s executive officers are participants in the solicitation of proxies from stockholders in connection with the pending acquisition of HashiCorp (the “Transaction”). HashiCorp plans to file a proxy statement (the “Transaction Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies to approve the Transaction. David McJannet, Armon Dadgar, Susan St. Ledger, Todd Ford, David Henshall, Glenn Solomon and Sigal Zarmi, all of whom are members of HashiCorp’s board of directors, and Navam Welihinda, HashiCorp’s chief financial officer, are participants in HashiCorp’s solicitation. Information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction. Additional information about such participants is available under the captions “Board of Directors and Corporate Governance,” “Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” in HashiCorp’s definitive proxy statement in connection with its 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”), which was filed with the SEC on May 17, 2023 (and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1720671/000114036123025250/ny20008192x1_def14a.htm). To the extent that holdings of HashiCorp’s securities have changed since the amounts printed in the 2023 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (which are available at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001720671&type=&dateb=&owner=only&count=40&search_text=). Information regarding HashiCorp’s transactions with related persons is set forth under the caption “Related Person Transactions” in the 2023 Proxy Statement. Certain illustrative information regarding the payments to that may be owed, and the circumstances in which they may be owed, to HashiCorp’s named executive officers in a change of control of HashiCorp is set forth under the caption “Executive Compensation—Potential Payments upon Termination or Change in Control” in the 2023 Proxy Statement. With respect to Ms. St. Ledger, certain of such illustrative information is contained in the Current Report on Form 8-K filed with the SEC on June 7, 2023 (and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1720671/000162828023021270/hcp-20230607.htm). Promptly after filing the definitive Transaction Proxy Statement with the SEC, HashiCorp will mail the definitive Transaction Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HASHICORP WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by HashiCorp with the SEC in connection with the Transaction at the SEC’s website (http://www.sec.gov). Copies of HashiCorp’s definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by HashiCorp with the SEC in connection with the Transaction will also be available, free of charge, at HashiCorp’s investor relations website (https://ir.hashicorp.com/), or by emailing HashiCorp’s investor relations department ([email protected]).
Forward-Looking Statements
Certain statements contained in this communication may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially.
Statements in this communication regarding IBM and HashiCorp that are forward-looking may include statements regarding: (i) the Transaction; (ii) the expected timing of the closing of the Transaction; (iii) considerations taken into account in approving and entering into the Transaction; (iv) the anticipated benefits to, or impact of, the Transaction on IBM’s and HashiCorp’s businesses; and (v) expectations for IBM and HashiCorp following the closing of the Transaction. There can be no assurance that the Transaction will be consummated.
Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, in addition to those identified above, include: (i) the possibility that the conditions to the closing of the Transaction are not satisfied, including the risk that required approvals from HashiCorp’s stockholders for the Transaction or required regulatory approvals to consummate the Transaction are not obtained, on a timely basis or at all; (ii) the occurrence of any event, change or other circumstance that could give rise to a right to terminate the Transaction, including in circumstances requiring HashiCorp to pay a termination fee; (iii) possible disruption related to the Transaction to IBM’s and HashiCorp’s current plans, operations and business relationships, including through the loss of customers and employees; (iv) the amount of the costs, fees, expenses and other charges incurred by IBM and HashiCorp related to the Transaction; (v) the risk that IBM’s or HashiCorp’s stock price may fluctuate during the pendency of the Transaction and may decline if the Transaction is not completed; (vi) the diversion of IBM and HashiCorp management’s time and attention from ongoing business operations and opportunities; (vii) the response of competitors and other market participants to the Transaction; (viii) potential litigation relating to the Transaction; (ix) uncertainty as to timing of completion of the Transaction and the ability of each party to consummate the Transaction; and (x) other risks and uncertainties detailed in the periodic reports that IBM and HashiCorp filed with the SEC, including IBM’s and HashiCorp’s respective Annual Reports on Form 10-K. All forward-looking statements in this communication are based on information available to IBM and HashiCorp as of the date of this communication, and, except as required by law, IBM and HashiCorp do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
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