VINCI Energies Announces Public Takeover Offer for All for One Group SE
Filderstadt, 16 July 2026
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Summary
VINCI Energies Deutschland Enterprise Solutions AcquiCo SE has announced a voluntary public takeover offer for all shares of All for One Group SE. The offer price is EUR 67.50 per share, and the offer is subject to a minimum acceptance threshold of 75 percent.
Filderstadt, 16 July 2026
VINCI Energies Deutschland Enterprise Solutions AcquiCo SE announced on 16 July 2026 its decision to make a voluntary public takeover offer for all shares of All for One Group SE, listed on the Prime Standard of the Frankfurt Stock Exchange and headquartered in Filderstadt near Stuttgart.
Offer Structure and Conditions
The Bidder, an indirect 100% subsidiary of VINCI S.A., is offering the shareholders of All for One Group SE the acquisition of all registered no-par value ordinary shares against payment of a cash consideration of EUR 67.50 per ALL FOR ONE share. The publication is made pursuant to § 10 (1) and (3) in conjunction with §§ 29, 34 of the German Securities Acquisition and Takeover Act (WpÜG). The offer document in German as well as a non-binding English translation will be made available at www.afo-offer.com following approval by the Federal Financial Supervisory Authority (BaFin).
The takeover offer is subject to customary completion conditions, including merger control clearances, and is tied to a minimum acceptance threshold of 75%. The Bidder has furthermore entered into agreements with the largest shareholders of All for One, obligating them, subject to the terms of the respective agreements, to accept the takeover offer for all ALL FOR ONE shares held by them. This corresponds to 54.7% of all All for One shares.
At the same time, All for One Group SE and the Bidder signed a Business Combination Agreement on the day of the offer announcement regarding the planned takeover offer and future cooperation. The agreement provides, among other things, for the continued existence of the Filderstadt location as the company's registered office and headquarters, as well as the retention of at least one independent Supervisory Board member as long as the VINCI Group does not hold all All for One shares. In addition, the Bidder has undertaken not to enter into a domination and profit and loss transfer agreement with the company before 1 January 2029.
Statement of the Management Board and Supervisory Board
The Management Board and Supervisory Board of All for One welcome and support the offer and intend, subject to review of the offer document still to be published and in accordance with their duties under stock corporation law, to recommend to the company's shareholders in their joint reasoned statement pursuant to § 27 WpÜG that they accept the offer. In addition, the members of the Management Board intend to tender their privately held All for One shares into the takeover offer.
Michael Zitz, who was Spokesman of the Management Board and Co-CEO of the All for One Group from November 2022 to September 2024 and previously helped shape the company as Chief Sales Officer from April 2021 to October 2022, sees significant opportunities in the transaction: "Unsere Internationalisierungsstrategie schreitet erfolgreich voran und unsere starke Kundenbasis eröffnet langfristige Wachstumspotenziale für Beratungs-, Service- und AI-Geschäft entlang des gesamten Kunden-Lebenszyklus. Aufbauend auf dieser starken Position bietet die geplante Akquisition aus meiner Sicht erhebliche Chancen und klare Vorteile für All for One und Axians. Gemeinsam haben wir die großartige Perspektive, zum führenden Partner für End-to-End Transformationen in Europa zu werden!"
Zitz, co-founder of B4B Solutions GmbH based in Graz, Austria, which has belonged to the All for One Group since 2016, added: "Mit dem Übernahmeangebot beginnt für All for One ein neues Kapitel. Wir danken dem Aufsichtsrat und den Hauptaktionären für die langjährige, äußerst vertrauensvolle Zusammenarbeit und ihre wertvolle Unterstützung auf unserem Weg zum erfolgreichen SAP Full Service-Provider. Unser besonderer Dank gilt unseren Mitarbeitenden, die die Entwicklung und den Erfolg von All for One mit großem Engagement maßgeblich geprägt haben."
Strategic Background: All for One and Axians
All for One generated revenue of EUR 504 million in fiscal year 2024/25 and supports more than 4,500 customers – primarily in Germany, Austria, Poland and Switzerland – end-to-end in their sustainable IT, cloud, AI and business transformation. The transaction is intended to accelerate All for One's development into the world's leading SAP partner for the midmarket.
Under the Axians brand, VINCI Energies bundles its activities in the field of digital infrastructure and generated revenue of EUR 3.8 billion in 2025 with 18,300 employees. Of this, EUR 2.7 billion is attributable to the build-out of digital infrastructure such as telecommunications, fiber optic networks, cloud, data centers and enterprise networks, and EUR 1.1 billion to high-growth digital infrastructure services such as enterprise applications, data analytics, digital workplace and cybersecurity.
VINCI Group and Possible Follow-On Steps
VINCI Energies sees the planned acquisition as a strategic opportunity to further develop All for One together with Axians into a leading digital transformation platform in Europe. VINCI Energies focuses on the four business areas of Industry, Infrastructure, Building Solutions and ICT (Information and Communication Technology). The parent company VINCI S.A. is listed on Euronext Paris and in the CAC 40, generated revenue of EUR 75 billion in 2025 and is present in 120 countries. VINCI S.A. is a leading international company in the fields of construction, concessions, energy solutions and multi-technical services.
The Bidder reserves the right, within the bounds of what is legally permissible, to acquire additional ALL FOR ONE shares outside the takeover offer, directly or indirectly, on or off the stock exchange, provided that such acquisitions comply with the applicable German legal provisions and Rule 14e-5 of the Securities Exchange Act of 1934. Furthermore, the Bidder intends, on the basis of the offer price already calculated taking into account a strategic premium, to initiate a possible delisting of All for One and/or a squeeze-out of the minority shareholders, provided the legal requirements are met and this makes economic sense. The ISIN of All for One Group SE is DE0005110001 (WKN: 5110001).
Questions & Answers
What is VINCI Energies offering the shareholders of All for One Group SE?
The Bidder VINCI Energies Deutschland Enterprise Solutions AcquiCo SE is offering EUR 67.50 in cash per All for One share. The offer is voluntary, public and subject to a minimum acceptance threshold of 75 percent as well as customary completion conditions such as merger control clearances.
Who is Michael Zitz and what role does he play in the transaction?
Michael Zitz was Spokesman of the Management Board and Co-CEO of the All for One Group from November 2022 to September 2024, and previously served as Chief Sales Officer from April 2021 to October 2022. He is co-founder of B4B Solutions GmbH in Graz, which has belonged to the All for One Group since 2016, and intends to tender his privately held All for One shares into the offer.
What obligations has the Bidder assumed in the Business Combination Agreement?
VINCI Energies has undertaken to maintain Filderstadt as the registered office and headquarters of All for One Group SE, to retain at least one independent Supervisory Board member, and not to enter into a domination and profit and loss transfer agreement until 1 January 2029.
VINCI Energies Offers EUR 67.50 per Share for All for One | allfacts360
