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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 Article 4, paragraphs 1 and 3, Article 10, paragraphs 1 and 3 and Article 18, 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. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM"), which is available as of today, and subject to the restrictions set forth therein. 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, 17 July 2023 - Publication of the Offer Memorandum – Offer to be discussed at the EGM on 6 September 2023 – Offer Period ends at 17:40 hours CET on 26 September 2023, unless extended.
With reference to the publication of the Offer Memorandum today, Sopra Steria and Ordina are pleased to jointly announce they have obtained AFM approval for the Offer Memorandum. With that, the Offeror is now officially launching the recommended public offer to all holders of Ordina’s issued and outstanding Shares at an offer price of EUR 5.75 (five euros and seventy-five eurocents) in cash per Share cum dividend1 (without interest and less mandatory withholding tax payable under applicable law (if any)) (the "Offer Price"), on the terms and subject to the conditions and restrictions as set forth in the Offer Memorandum (the "Offer"). Shareholders of Ordina can tender their Shares under the Offer during the Offer Period, which runs from 19 July 2023 to 26 September 2023. Completion of the Offer is expected in the second half of 2023.
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 the BeNeLux, while the acquisition would contribute to Sopra Steria's balanced European expansion by developing its presence in geographical areas considered as strategic for Sopra Steria.
Transaction highlights
Recommended all-cash public offer by the Offeror for all issued and outstanding ordinary shares in the capital of Ordina (each, a "Share") at an Offer Price of EUR 5.75 per Share cum dividend
Offer period runs from 19 July 2023 to 26 September 2023 (the "Offer Period"); completion of the Offer is expected in the second half of 2023
The Offer Price represents a premium of approx. 36% to the closing price per Share on 14 March 2023 and a premium of approx. 43% to the volume-weighted average closing price per Share for the three-month period prior to 14 March 2023
The management board and supervisory board of Ordina unanimously support the Offer and the transactions contemplated in connection therewith, including the Post-Closing Restructuring Measure (together with the Offer, the "Transaction") and recommend the holders of Shares (the "Shareholders") to accept the Offer, to tender their Shares pursuant to the Offer and to vote in favour of the Offer resolutions to be proposed at the extraordinary general meeting of shareholders of Ordina, to be held during the Offer Period (the "EGM")
Ordina will hold the EGM at 14:30 hours CET on 6 September 2023 and will include the resolutions related to the Transaction on the agenda
Ordina's Dutch Works Council has rendered a positive advice on the decision of Ordina's management board to support the Transaction and recommend the Offer
Priority Share to be repurchased and cancelled subject to Settlement
Ordina's two largest shareholders, Teslin Participaties Coöperatief U.A. and Mont Cervin S.à r.l., together holding approx. 26.2% of the Shares, have irrevocably agreed to tender their Shares; in addition, the Company's CEO and CFO have also irrevocably agreed to tender their Shares
Competition Clearance has been obtained and the Transaction is not subject to any Regulatory Clearance
The Offer is subject to certain other conditions, including a minimum acceptance level of 95% of the Shares, to be lowered to 80% if the general meeting of the Company adopts the resolutions in connection with the Post-Closing Restructuring Measure (including approval of the Asset Sale, followed by either (i) the Liquidation or (ii) the Issuance and Repurchase and the Note Distribution) at the EGM
If the Offeror obtains 95% or more of the Shares, it prefers to implement the Pre-Squeeze-Out Asset Sale and will initiate the Squeeze-Out Proceedings and, if it obtains between 80% and 95%, it prefers to implement the Asset Sale and Liquidation, if approved by the Shareholders.