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Sopra Steria and Ordina agree on recommended all-cash public offer for all Ordina shares

21 March, 2023, 6.59 hrs

This is a joint press release by Ordina N.V. ("Ordina" or the "Company") and Sopra Steria Group SA ("Sopra Steria" or the "Offeror") pursuant to the provisions of section 4, paragraphs 1 and 3 and, section 5, paragraph 1 and section 7, paragraph 4 of the Dutch decree on public takeover bids (Besluit openbare biedingen Wft) (the “Decree”) in connection with the intended recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Ordina (the "Offer" and, together with the Asset Sale (as defined below) followed by either (i) the Liquidation (as defined below) or (ii) the Issuance and Repurchase and the Note Distribution (as defined below), the "Transaction"). The information in this announcement is not intended to be complete. This public announcement is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Ordina. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM"). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.

  • Conditional agreement reached on recommended all-cash public offer for all shares in Ordina at an Offer Price of EUR 5.75 ex-the proposed dividend[1] per share

  • The Offer Price represents a premium of 36% over the closing price on 14 March 2023 and a premium of 43% to the last three months daily volume-weighted average price per share

  • The combination creates a partner of choice in the BeNeLux IT consulting industry, accelerating the transformation towards a digital business partner

  • The Offeror will support the continued growth of the combination in BeNeLux

  • This acquisition would contribute to Sopra Steria’s balanced European expansion by developing its presence in geographical areas considered as strategic for Sopra Steria

  • Ordina's CEO Jo Maes will be responsible for the combined BeNeLux region

  • Post-settlement, establishment of an integration committee in BeLux led by Ordina’s CEO and supported by Michel Lorgeré, the current CEO for Sopra Steria BeNeLux, to assure successful integration

  • Ordina’s two largest shareholders, Teslin Participaties Cooperatief U.A. (“Teslin”) and Mont Cervin S.à r.l. (“Mont Cervin”), together holding approx. 26% of the Shares, have irrevocably agreed to tender their shares to the Offer; in addition, the Company's CEO and CFO have also irrevocably agreed to tender their shares

  • The transaction and its complementarities would result in an earnings per share[2] accretion of +1.2% in the first year (2024) and +3.7% in the second year (2025) for Sopra Steria.

Paris (France) and Nieuwegein (the Netherlands), 21 March 2023 – Sopra Steria, a European leader in the field of technology, renowned for its consulting, digital services and software development and Ordina, the digital business partner that harnesses technology and market know-how to give its clients an edge, are pleased to jointly announce that they have reached a conditional agreement (the "Merger Protocol") on a recommended public offer to be made by Sopra Steria for all of the issued and outstanding ordinary shares in the capital of Ordina (each a "Share") for EUR 5.75 in cash per Share (the "Offer"). This represents a total consideration of approximately EUR 518 million. Sopra Steria has fully committed financing with existing cash and credit facilities.

[1] On 16 February 2023, Ordina announced a dividend of EUR 39.5 cent per share; any other dividends or distributions will be deducted from the offer price

[2] Net Income consensus based on brokers post FY2022 result

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