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 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. With reference to the joint press releases by Ordina and the Offeror dated 21 March 2023 and 17 July 2023, the Offer is subject to the satisfaction or waiver of the Offer Conditions, all in accordance with the terms of 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, 26 September 2023 – Sopra Steria and Ordina jointly announce that during the Offer Period, that expired today at 17:40 hrs CET, 83,471,252 Shares have been tendered under the Offer, representing approximately 92.73% of Ordina's Outstanding Capital. As a result of the adoption of the Asset Sale and Liquidation Resolutions at the extraordinary general meeting of Ordina on 6 September 2023, the Acceptance Threshold of at least 80% has been reached.
In accordance with Article 16, paragraph 1 of the Decree and section 5.6 of the Offer Memorandum, the Offeror will announce whether it declares the Offer unconditional on or before 29 September 2023.
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.
3439 LM Nieuwegein
The Settlement Agent:
ING Bank N.V.
1102 CT Amsterdam