Transiciel directors have accepted the terms of a share exchange offer by Cap Gemini, they said.

Transiciel founder, chief executive and key shareholder Georges Cohen has agreed to bring his shares to the offer, the two information-technology services companies said in separate statements.

The two companies have been in alliance talks for several months.

Two options were proposed to Transiciel shareholders: either one Cap Gemini share for three Transiciel shares; or five shares and 16 warrants giving entitlement for up to one Cap Gemini share, for 16 Transiciel shares.

On this basis, the Transiciel share is valued at 12.96 euros, a 23.1-percent premium on its average price last month, Transiciel said.

Cap Gemini will merge Transiciel with its Sogeti unit, creating a group employing 13,000 staff across nine countries, including 1,200 in the US, with sales of more than 1.1 billion euros (1.28 billion dollars).

"This acqusition is in line with the group's strategy," said Cap Gemini chief executive Paul Hermelin.

"Cap Gemini wishes to be in a position to offer its clients local professional services as well as global solutions adapted to meet their specific requirements."

Speaking at a news conference, Hermelin later said sales in the second half this year were expected to come in slightly below the 3.023 billion euros (3.52 billion dollars) reported in the first half.

The company previously said second-half sales would be unchanged from the first half.

But Hermelin stressed that the sales decline would have little impact on the operating margin that is seen at around four percent in the second half.

Cap Gemini finance director William Bitan said orders in the third quarter were lower than expected because of delays to a number of major contracts but added the company expected the fourth quarter to be the strongest of the year in terms of new orders.

He said the takeover of Transiciel would have no impact on the company's cash reserves, which stood at 419 million euros at the end of June.

Transiciel has net debt of 205 million euros that will be restructured. Bitan said Cap Gemini had already launched talks with creditor banks and that the debt should be fully reimbursed in the next three years.

Cap Gemini shares plunged 4.55 percent to 37.10 euros when trading resumed in the early afternoon after having been suspended earlier in the day, while the Paris CAC 40 index was up 0.38 percent.

SPACE.WIRE