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 16, paragraphs 1 and 2, and Article 17, paragraph 1 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, 29 September 2023 – Sopra Steria and Ordina are pleased to announce that, considering all Offer Conditions have been satisfied, the Offeror declares the Offer unconditional (doet gestand). Settlement of the Offer will take place on 4 October 2023, on which date the Offer Price of EUR 5.75 (cum dividend) per Tendered Share will be paid. Shareholders who have not yet tendered their Shares may tender their Shares during the Post-Acceptance Period ending on 13 October 2023 at 17:40 hours CET. Ordina will be fully consolidated into Sopra Steria accounts from October 2023.
Tender results and Offer declared unconditional
During the Offer Period, which ended on 26 September 2023 at 17:40 hours CET, 83,471,252 Shares have been tendered under the Offer, representing approximately 92.73% of the Outstanding Capital and an aggregate value of EUR 479,959,699 million.
As a result of the adoption of the Asset Sale and Liquidation Resolutions at the extraordinary general meeting of Ordina on 6 September 2023, under the terms and subject to the conditions of the Offer, the Acceptance Threshold was lowered from 95% to 80% of the Outstanding Capital. Accordingly, considering that all Offer Conditions have now been satisfied, Sopra Steria declares the Offer unconditional (doet gestand). The Offeror accepts all Shares that have been validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and not validly withdrawn pursuant to the terms of the Offer in accordance with section 5.3 of the Offer Memorandum. The Offeror has the right (but not the obligation) to accept any tender of Shares pursuant to the Offer, even if such tender has not been made in compliance with the terms and conditions of the Offer.
Settlement of the Shares and payment of the Offer Price will take place on 4 October 2023 (the "Settlement Date"). The Offeror cannot guarantee that Shareholders holding Shares through an Admitted Institution will actually receive payment on the Settlement Date from the Admitted Institution with whom they hold their Shares.
To date, no Shares were acquired by the Offeror outside the Offer. Accordingly, as a result of Settlement, the Offeror will (directly or indirectly) obtain 83,471,252 Shares, representing approximately 92.73% of the Outstanding Capital.
Upon Settlement, the changes to Ordina's Articles of Association and the composition of the One-Tier Board, as approved by the extraordinary general meeting of Ordina on 6 September 2023, will become effective.
The Offeror hereby announces, in accordance with Article 17 of the Decree, that Shareholders who did not tender their Shares during the Offer Period will have the opportunity to tender their Shares, under the same terms and conditions applicable to the Offer, during the Post-Acceptance Period which will start on 2 October 2023, at 9:00 hours CET, and end on 13 October 2023, at 17:40 hours CET. Please see section 5.8 of the Offer Memorandum for additional information.
The Offeror will publicly announce the results of the Post-Acceptance Period and the total number and total percentage of Shares held by it, in accordance with Article 17, paragraph 4 of the Decree, within three Business Days following the last day of the Post-Acceptance Period. The Offeror will accept all Shares validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during the Post-Acceptance Period.
During the Post-Acceptance Period, Shareholders have no right to withdraw Shares from the Offer, regardless of whether their Shares have been validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during the Offer Period or during the Post-Acceptance Period. Shareholders who have validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and transferred (geleverd) their Shares for acceptance pursuant to the Offer during the Post-Acceptance Period will receive the Offer Price in respect of each Tendered Share within five (5) Business Days after the expiration of the Post-Acceptance Period. The Offeror cannot guarantee that Shareholders holding Shares through an Admitted Institution will actually receive payment within such five (5) Business Days period from the Admitted Institution with whom they hold their Shares.
As a result of the Offeror now holding more than 80% of the Outstanding Capital, Sopra Steria and Ordina will procure the termination of the listing and trading of the Shares on Euronext Amsterdam as soon as possible under the Applicable Rules. Reference is made to section 6.15 (Consequences of the Offer for non-tendering Shareholders) of the Offer Memorandum.
In the event that, following the Post-Acceptance Period, the Offeror meets the threshold to initiate a compulsory acquisition procedure (uitkoopprocedure) in accordance with Article 2:92a, 2:201a or 2:359c of the Dutch Civil Code (meaning that at least 95% of the Outstanding Capital has been tendered) (the "Squeeze-Out Proceedings Threshold"), the Offeror and Ordina will, following expiry of the Post-Acceptance Period, implement the Pre-Squeeze-Out Asset Sale and, as soon as reasonably possible after completion thereof, the Offeror will initiate Squeeze-Out Proceedings in accordance with section 6.16.3 (Asset Sale and Squeeze-Out Proceedings) of the Offer Memorandum, whereby an amount equal to the value attributable to the Offeror's shareholding in Ordina will be paid through a loan note (the "Offeror Note"). The Articles of Association of the Company will be amended to, among other things, provide for a new class of shares (the "B Shares") and, following Completion Asset Sale, the Company will issue a number of B Shares to the Offeror equal to the number of Shares held by the Offeror, against the transfer of the Shares held by the Offeror to the Company. The Company will thereafter make a distribution equal to the Offeror Note on the B Shares to the Offeror.
In the event that, following the Post-Acceptance Period, the Offeror does not meet the Squeeze-Out Proceedings Threshold, then the Offeror and Ordina may implement the Asset Sale and Liquidation in accordance with section 6.16.4 (Asset Sale and Liquidation) of the Offer Memorandum. After commencement of the Liquidation, an advance liquidation distribution will be made to the Shareholders who have not tendered their Shares by the end of the Post-Acceptance Period consisting of a payment per Share equal to the Offer Price, without any interest and subject to withholding taxes and other taxes.
Further implications of declaring the Offer unconditional
Remaining Shareholders who do not wish to tender their Shares in the Post-Acceptance Period should carefully review the sections of the Offer Memorandum that further explain the intentions of the Offeror, such as (but not limited to) section 6.15 (Consequences of the Offer for non-tendering Shareholders) and section 10 (Tax aspects of the Offer and Asset Sale and Liquidation), which describe certain (tax and other) implications to which such Shareholders may become subject with their continued shareholding in Ordina.
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