Update on Intended Public Offer for Ordina by Sopra Steria
18 April 2023 - 1:45AM
Business Wire
Regulatory News:
Sopra Steria (Paris:SOP):
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.
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 dividend1 (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.
About Ordina Ordina is the digital business partner that
harnesses technology and market know-how to give its clients an
edge. We do this by using smart solutions to connect technology,
business challenges and people. We help our clients to accelerate,
to develop smart applications, to launch new digital services and
ensure that people embrace those services. Ordina was founded in
1973. Its shares are listed on Euronext Amsterdam and are included
in the Smallcap Index (AScX). In 2022, Ordina recorded revenue of
EUR 429 million. You will find more information at
www.ordina.com.
About Sopra Steria Sopra Steria, a European Tech leader
recognised for its consulting, digital services and software
development, helps its clients drive their digital transformation
to obtain tangible and sustainable benefits. It provides end-to-end
solutions to make large companies and organisations more
competitive by combining in-depth knowledge of a wide range of
business sectors and innovative technologies with a fully
collaborative approach. Sopra Steria places people at the heart of
everything it does and is committed to putting digital to work for
its clients in order to build a positive future for all. With
50,000 employees in nearly 30 countries, Sopra Steria generated
revenue of €5.1 billion in 2022. The world is how we shape
it. Sopra Steria (SOP) is listed on Euronext Paris (Compartment
A) – ISIN: FR0000050809 For more information, visit us at
www.soprasteria.com
Disclaimer, General Restrictions and Forward-Looking
Statements The distribution of this press release may, in some
countries, be restricted by law or regulation. Accordingly, persons
who come into possession of this document should inform themselves
of and observe these restrictions. To the fullest extent permitted
by applicable law, the Offeror and Ordina disclaim any
responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
that jurisdiction. Neither Ordina, nor the Offeror, nor any of
their advisors assume any responsibility for any violation by any
person of any of these restrictions. Ordina shareholders in any
doubt as to their position should consult an appropriate
professional advisor without delay. This announcement is not to be
published or distributed in or to Canada, Japan and the United
States.
This public announcement may include "forward-looking
statements" and language that indicates trends, such as
"anticipated" and "expected". Although Ordina and the Offeror
believe that the assumptions upon which their respective financial
information and their respective forward-looking statements are
based are reasonable, they can give no assurance that these
assumptions will prove to be correct. Neither Ordina nor the
Offeror, nor any of their advisors accept any responsibility for
any financial information contained in this press release relating
to the business or operations or results or financial condition of
the other or their respective groups.
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 Ordina's general meeting on 6
April 2023; any other dividends or distributions will be deducted
from the Offer Price.
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version on businesswire.com: https://www.businesswire.com/news/home/20230417005620/en/
For more information:
Investor Relations Olivier Psaume
olivier.psaume@soprasteria.com +33 (0)1 40 67 68 16
Press Relations Caroline Simon (Image 7)
caroline.simon@image7.fr +33 (0)1 53 70 74 65
Investor Relations Anneke Hoijtink
anneke.hoijtink@ordina.nl +31 615396873
Media relations Uneke Dekkers, CFF Communications
uneke.dekkers@cffcommunications.nl +31 650261626
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