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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 Section 7, paragraph 1 sub a 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"). 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 the Financial Markets (Stichting 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, any jurisdiction in which such release, publication or distribution would be unlawful.
Paris, France and Nieuwegein, the Netherlands, 17 April 2023 – Reference is made to the joint press release issued by Sopra Steria and Ordina on 21 March 2023 in respect of the conditional agreement on a recommended all-cash public offer to be made by Sopra Steria for all the issued and outstanding ordinary shares in the capital of Ordina (each a "Share") at an offer price of EUR 5.75 per Share ex dividend[1] (the "Offer Price").
Pursuant to the provisions of Section 7, paragraph 1 sub a of the Decree, which requires a public announcement, including a status update, on an intended public offer within four weeks after the offer is announced, Sopra Steria and Ordina hereby provide this joint update on the Offer.
Sopra Steria and Ordina confirm that they are making good progress on the preparations for the Offer. A request for review and approval of the Offer Memorandum will be filed with the AFM no later than in the second half of May 2023.
Sopra Steria and Ordina confirm that the process to prepare the filing to be made with the European Commission is ongoing. Sopra Steria and Ordina are closely co-operating in respect of obtaining the clearance and currently expect that clearance will be secured within the timetable of the Offer. Furthermore, Sopra Steria and Ordina are closely co-operating to assess whether any foreign direct investment or similar clearances are required in the context of the contemplated transaction. Further announcements in this respect will be made if and when appropriate.
In compliance with the Dutch Works Councils Act, Ordina’s works council in the Netherlands has been requested to render its advice on the intended decision of Ordina’s management board to support the transaction and recommend the Offer.
Further to the joint press release issued by Sopra Steria and Ordina on 21 March 2023, Sopra Steria confirms that it is able to fund the aggregate consideration of the Offer fully through its available cash resources and its existing credit lines. The credit lines include a EUR 1.1 billion Revolving Credit Facility which is undrawn as of the date of this press release (which facility is subject to customary conditions).
As communicated in the joint press release dated 21 March 2023, Sopra Steria and Ordina anticipate that the Offer will close in the second half of 2023.
[1] On 20 April 2023, Ordina will pay a dividend of 39.5 eurocent per Share, in accordance with the announcement made by Ordina on 16 February 2023 and as resolved by the Ordina's general meeting on 6 April 2023; any other dividends or distributions will be deducted from the Offer Price.