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This is a joint press release by Ordina N.V. ("Ordina") and Sopra Steria Group SA ("Sopra Steria" or the "Offeror") pursuant to the provisions of Article 4, paragraph 3, and Article 17, paragraph 4 of the Dutch Decree on public takeover bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Ordina (the "Offer"). The information in this announcement is not intended to be complete. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Ordina. The Offer is made solely by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM") which was published on 17 July 2023, and subject to the restrictions set forth therein. Capitalised terms used herein but not defined in this press release will have the meaning as ascribed thereto in the Offer Memorandum. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.
Paris, France and Nieuwegein, the Netherlands, 13 October 2023 – Sopra Steria and Ordina are pleased to announce that 4,757,648 additional Shares, representing 5.29% of the Outstanding Capital, have been tendered under the Offer during the Post-Acceptance Period that expired at 17:40 hours CET today. Together with the Shares already acquired by the Offeror, this represents a total of 98.01% of the Outstanding Capital. As a result, the Offeror will meet the Statutory Squeeze-Out Threshold and will implement the Pre-Squeeze-Out Asset Sale and initiate Squeeze-Out Proceedings. The last trading date of the Shares on Euronext Amsterdam will be 14 November 2023 and listing and trading of the Shares will terminate as of 15 November 2023.
Settlement Post-Acceptance Period
Settlement of the Shares tendered during the Post-Acceptance Period and payment of the Offer Price will take place on 18 October 2023. The Offeror cannot guarantee that Shareholders holding Shares through an Admitted Institution will actually receive payment on that date from the Admitted Institution with whom they hold their Shares. As a result of such settlement, the Offeror will hold 88,228,900 Shares, representing approximately 98.01% of the Outstanding Capital.
Pre-Squeeze-Out Asset Sale and Squeeze-Out Proceedings
Since the Offeror will hold more than 95% of the Outstanding Capital upon settlement of the Shares tendered during the Post-Acceptance Period, the Offeror has elected to implement the Pre-Squeeze-Out Asset Sale. Consequently, the Offeror and Ordina will implement the Pre-Squeeze-Out Asset Sale and as soon as reasonably possible after completion thereof the Offeror will initiate Squeeze-Out Proceedings to buy out the remaining Shareholders, Reference is made to section 6.16.3 (Asset Sale and Squeeze-Out Proceedings) of the Offer Memorandum.
Delisting
As a result of the Offeror now holding more than 95% of the Outstanding Capital, Sopra Steria and Ordina will procure the termination of the listing and trading of the Shares on Euronext Amsterdam. In consultation with Euronext, it has been decided that the last day of trading of the Shares will be on 14 November 2023 and that the Shares will be delisted from Euronext Amsterdam on 15 November 2023. Reference is made to section 6.15 (Consequences of the Offer for non-tendering Shareholders) of the Offer Memorandum.
Further information
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. In addition, Ordina has made available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement. Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement. In addition, Shareholders may wish to consult with their tax advisors regarding the tax consequences of tendering their Shares under the Offer.
Digital copies of the Offer Memorandum and Position Statement are available on the website of Ordina (www.ordina.com) and a digital copy of the Offer Memorandum is available on the website of Sopra Steria (www.soprasteria.com). Such websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Copies of the Offer Memorandum and the Position Statement are also available free of charge at the offices of Ordina and the Settlement Agent, at the addresses mentioned below.
Ordina:
Ordina N.V.
Ringwade 1
3439 LM Nieuwegein
The Netherlands
The Settlement Agent:
ING Bank N.V.
Bijlmerdreef 106
1102 CT Amsterdam
The Netherlands
iss.pas@ing.com