Comarch IT tender offer reaches required threshold of 95 percent of votes

CVC Capital Partners and the Filipiak family will raise their stake in Comarch above 95 percent after completion of the tender offer and they intend to announce a squeeze-out and subsequently delist Polish IT company, Comarch said in a press release.

As a result of the purchase of the shares offered for sale by October 3, Chamonix Investments Poland, controlled by CVC Capital Partners Fund IX, acquired 29.37 percent of the total number of votes in Comarch. In the October 4 - 10 period, the number of shares subject to subscriptions amounted to 449,443, representing a total of 2.97 percent of the votes.

After the formal completion of the tender offer, the bidders will control over 95 percent of the votes at Comarch's assembly, allowing them to buy out the minority shareholders and delist the company's shares from the Warsaw Stock Exchange.

The acquirer of the shares is Chamonix Investments Poland.

The tender offer is a stage of a planned long-term joint investment by CVC and the Filipiak family, as a result of which the entities controlled by CVC Capital Partners Fund IX will eventually become the company's majority shareholders.

Upon settlement of the tender offer, Filipiak family, Michał Pruski and Anna Prokop pledged to sell all ordinary bearer shares in the company held by them to the acquirer, with the purchase price at PLN 325 (EUR 75.7) per share.

As part of their reinvestment, Elżbieta Filipiak, Anna Pruska, Maria Filipiak and Janusz Jeremiasz Filipiak will become minority shareholders of Chamonix Investments.

In August, the Filipiak family, together with CVC Capital Partners Fund IX and Anna Prokop, announced a tender offer for 5,266,072 shares in Comarch, representing 34.81 percent of the total number of votes, at PLN 315.4 (EUR 73.5) per share.

At the end of September, the bidder raised the price in the tender offer to PLN 332.20 (EUR 77.4), but this was to be valid only until October 3, 2024. However, on October 7, it was announced that the price of the shares in the tender offer for Comarch would be at PLN 332.2 (EUR 77.4) until the end of the process.

The Comarch Group is a global provider of business IT solutions that support end-to-end customer relationships and optimise operations and business processes. The company has been listed on the WSE since 1999.

CVC Capital Partners is a private equity firm, listed on the Amsterdam Stock Exchange, with a network of 29 offices in Europe, Asia and the United States, managing approximately EUR 193 billion in assets. In Poland, the fund has invested in PKP Energetyka (acquired by PGE in 2023), Zabka and Stock Spirits.

mcb/ mik/ pel/