Le Plessis, November 21, 2022
– External growth project in the space sector: CS GROUP enters into exclusive negotiations to acquire HE SPACE
– Proposed merger with SOPRA STERIA : signature of the sale agreement between the group’s reference shareholder, Duna & Cie, and Sopra Steria Group
CS GROUP announces that it has entered into exclusive negotiations with Mr. Scott Millican, founding shareholder, with a view to acquiring 100% of the capital of HE SPACE in order to strengthen its positions in the European space sector.
CS GROUP is already among the top 5 European players in space engineering, covering all areas of space (earth observation, navigation, telecoms, science and exploration) and intervening throughout the life cycle of its customers’ systems (upstream studies, development and acceptance of systems, exploitation and intelligence in the use of data).
Founded in 1982 by NASA veteran Scott Millican, HE SPACE is a space engineering specialist with a long heritage and track record in the space industry and ranked a Best Supplier to ESA in the fields of component engineering, Earth observation, communication and outreach, structures, thermal engineering and environmental testing. HE SPACE has more than 270 employees throughout Europe and the UK, consisting of engineers and PhDs, 55% of whom are women, and is strongly committed to social and environmental responsibility, notably through its “HE Space Children’s Foundation” to promote access to education.
The acquisition would be based on an Enterprise Value of €11.5 million for an expected revenue of €28 million in 2022. The transaction would be financed with the group’s available cash.
This proposed acquisition would increase the CS GROUP’s global presence in space to nearly 800 employees in Europe, with sales of around €90 million, split 50% in France and 50% in Europe. The group would thus strengthen its installed base in the Netherlands, Germany and France and expand its development prospects in Spain and the United Kingdom. This acquisition would ensure a stronger presence with institutional organizations such as ESA’s ESOC and ESTEC agencies, EUMETSAT and industrial companies such as Airbus, Thales and OHB.
The completion of the transaction remains subject to the usual consultations (Employee Representative Bodies and regulatory approval). The transaction is expected to be completed in the first quarter of 2023.
“This acquisition project is part of our Vision 2024 strategic plan, in line with the industrial merger project we are carrying out with Sopra Steria. We will be delighted to welcome the HE SPACE teams to CS GROUP and to continue the success begun by Scott Millican, while respecting our shared values and commitments. Our combined teams will be committed to supporting our European customers in the success of their missions,” said Eric Blanc-Garin, CEO of CS GROUP.
“I am happy and proud to announce that we have launched the mission to dock HE SPACE to CS GROUP” says Scott Millican, founder and shareholder of HE SPACE. “In the forty years since HE SPACE was founded, we have had the privilege to significantly contribute to the space community in Europe, the world and its orbit. As the planet enters increasingly critical conditions, a long-term commitment to the space industry is absolutely necessary to serve the protection of the planet and all its inhabitants. I have no doubt that HE SPACE will find this commitment in its new owner, and I am grateful both for the confidence that CS GROUP has in the further potential of the business, and for the dedication of so many people at HE SPACE and across the space community that has brought HE SPACE to where it is today.”
In addition, the group announces the signature of a contract for the sale of all CS GROUP (Euronext Paris: SX) shares held by Mr. Yazid Sabeg, Chairman of the Board of Directors, and Mr. Eric Blanc-Garin, Chief Executive Officer, through their joint holding company Duna & Cie, to Sopra Steria, representing approximately 29.73% of CS GROUP’s capital (the “main block”), at a price of €11.50 per share
This agreement was entered into following the launch of exclusive negotiations announced on 28 July 2022
and procedures for informing and consulting with Sopra Steria’s and CS Group’s respective employee
representative bodies. It builds on the commitments already made to Sopra Steria by Cira Holding and the
founders of Novidy’s on 27 July 2022 to sell stakes comprising approximately 29.15% and 6.38%, respectively, of the company’s share capital (the “other blocks”) at the same per-share price as for the main block. Following
the acquisition of the main block and the other blocks (the “transaction”), and given the 9.80% stake already
held, Sopra Steria will hold 75.06% of CS Group’s share capital.
The transaction, which is expected to close in the first quarter of 2023, remains subject to the customary conditions precedent, particularly with regard to merger control and approval of foreign investment.
Following the transfer of the main block and the other blocks, Sopra Steria will file a draft public tender offer (OPA simplifiée), possibly followed by a mandatory delisting procedure, for the rest of the share capital and securities that confer equity rights or voting rights in CS Group at the same price of €11.50 per ordinary share (the “offer”). (see Sopra Steria’s press release on this operation).
About HE SPACE
HE Space is a leading space engineering specialist with a long heritage and track record in the space industry and ranked as Best Supplier to ESA. Since its foundation, HE Space has had a consistent and steady growth both in size and reputation, resulting in a strong client base and several long-standing frame contracts with the largest space companies and institutes.
HE Space provides long-term manpower services with an exclusive focus on the European space sector, covering engineering, project management, science and support services across the entire space mission lifecycle. The company is headquartered in Noordwijk, the Netherlands, and operates internationally in Germany, France, and the United Kingdom. He Space has more than 270 employees consisting of engineers and PhDs, 55% of whom are women, and is strongly committed to social and environmental responsibility, notably through the “HE Space Children’s Foundation” to promote access to education.
HE Space was founded in 1982 by Scott Millican, a true space professional and expert whose legacy on the space industry is visible to this day. Scott Millican prepared the Lunar Surface Checklist and trained astronauts for the procedures that would guide NASA’s Apollo Missions 11 to 17 to accomplish tasks on the moon.
CS GROUP is a major player in the design, integration and operation of mission critical systems. CS GROUP is listed on the Euronext Paris – Compartment C market (Shares: Euroclear 7896 / ISIN FR 0007317813).
For more information: www.csgroup.eu
| Press contact Barbara GOARANT Tél. : +33 (0)1 41 28 46 94 | Investor Contact Laurent Gilles Tél. : +33 (0)1 41 28 44 44 |
