Regulatory News:
Sopra Steria (Paris:SOP):
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.
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
Co�peratief 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
The Offer
The Offer is made on the terms and subject to the conditions and
restrictions set forth in the Offer Memorandum. Shareholders who
have validly tendered (or defectively tendered, provided that such
defect has been waived by the Offeror) and have not validly
withdrawn their Shares and have transferred (geleverd) their Shares
to the Offeror prior to or on the Closing Date (each of these
Shares, a "Tendered Share") will receive the Offer Price in
respect of each Tendered Share.
In the event of any cash or share dividend or other distribution
on the Shares (the "Distributions") by Ordina prior to
settlement of the Offer, whereby the record date is decisive for
entitlement to such Distribution, the Offer Price will be decreased
by the full amount of any such Distribution made by Ordina in
respect of each Share (before any applicable withholding tax).
The Offer values Ordina at approximately EUR 518 million. The
Offeror has funds readily available to finance the Offer through
available cash resources and existing credit lines and will comply
with all its financial obligations (subject to customary
conditions). The credit lines include a EUR 1.1 billion Revolving
Credit Facility which is undrawn as of the date of the Offer
Memorandum and subject to customary conditions. The Offeror shall,
in accordance with the terms of the Merger Protocol, pay or
refinance all the Ordina Group's indebtedness that is required to
be repaid or refinanced upon settlement pursuant to the Ordina
Group's debt financing commitments including refinancing. Further
details can be found in section 6.5 (Financing of the Offer) of the
Offer Memorandum.
Extraordinary General Meeting of Ordina
In accordance with Article 18, paragraph 1 of the Decree, Ordina
will hold the EGM on 6 September 2023 at 14:30 hours CET. At the
EGM, the Offer will be discussed and recommended to the
Shareholders for acceptance and the Shareholders will be requested
to vote in favour of the Offer Resolutions. The manner in which the
EGM will be held is provided for in the convocation of the EGM. The
EGM convocation materials are available on Ordina's website
(www.ordina.com).
The information for Shareholders as required pursuant to Article
18, paragraph 2 of the Decree, is included in the Position
Statement, which also includes the convocation notice and agenda
for the EGM, which has been made available as of today at Ordina's
website (www.ordina.com).
Rationale for the Transaction
The combined operations, comprising Sopra Steria's existing
business in the BeNeLux, its recent acquisition Tobania (finalised
in March 2023), and Ordina will create a partner of choice in
digital services in the region with a pro forma revenue of EUR 700
million and more than 4,000 employees spread almost equally between
the Netherlands and Belgium. In Luxembourg, the combination would
reach a strategic size of 300 employees.
Sopra Steria and Ordina believe that combining the BeNeLux
businesses is highly attractive and will accelerate their
strategies. Both parties believe that the combination will have an
overall reinforced position in the BeNeLux and will provide
significant strategic benefits, including:
- Strong strategic fit benefitting the combination in becoming
the digital business partner for their clients;
- Excellent cultural alignment through shared focus on local
proximity and entrepreneurship;
- Highly complementary geographical footprint and positioning
across sectors, with opportunities to mutually expand the
combination’s joint business;
- Improved positioning to capture the significant growth
opportunities in the market, among other things, through scale
advantages;
- Increased possibilities for knowledge sharing, strengthening
capabilities and talent development; and
- Enhanced career opportunities for employees, as they will be
part of a larger company.
The combination will be focused on capturing the significant
growth potential in the BeNeLux digital services market estimated
at approx. EUR 31 billion in 2022 for 28 million inhabitants, with
approx. 8% growth per year for the next 3 years. By way of
comparison, the French market stands at EUR 44 billion per year for
68 million inhabitants.
The size of the market, the weight of public sector and
financial services clients and the presence of European
institutions make this geographical region a strategic development
area for Sopra Steria. In particular, the acquisition of Ordina
would significantly strengthen the public sector and financial
services segments, where Ordina generates 42% and 26% of its
revenues respectively.
Sopra Steria has an objective to expand its activities in Europe
to develop its market share in geographical areas where there is
significant growth potential. Strategic size in certain countries
will help to strengthen the strategic nature of the relationship
with targeted clients and the ability to recruit the required
talents by building a strong employer brand. Strengthening Sopra
Steria's presence in the BeNeLux would meet this dual objective. It
would also support Sopra Steria's European ambition with a credible
positioning in the field of digital sovereignty and trust.
The proposed acquisition would also contribute to balancing
Sopra Steria's geographical portfolio. On a pro forma basis, Sopra
Steria's revenue including Ordina would be distributed as follows:
39% in France, 15% in the United Kingdom, 11% in BeNeLux, 8% in
Scandinavia, 7% in Germany, 8% in the rest of Europe and 12% in
software.
A value-creating and immediately accretive transaction
The combination of the two entities will drive significant
complementarities from both a commercial and operational
perspective.
In the strategic public, defence & security, financial
services and transportation sectors, the combination will provide
access to a larger and more significant business potential.
Ordina's client base could also benefit from Sopra Steria's
end-to-end capabilities, in particular its hybrid cloud &
technology services, cybersecurity and Sopra Banking Software
solutions. Clients will also have access to Sopra Steria's delivery
facilities and its nearshore and offshore capabilities. The
combination of the two organisations is also expected to strengthen
hiring capability and operational efficiency.
Operational complementarities are estimated at EUR 10 million on
an annual basis (run-rate after 2 years).
Sopra Steria expects an accretive impact on earnings per share
from the first year (+1.2% in 2024). In 2025, Sopra Steria expects
an accretive impact of +3.7% on earnings per share. Following
completion of the Transaction, pro forma leverage of the Offeror
Group would be approximately 1.5x EBITDA by the end of 2023.
Unanimous support and recommendation by the Ordina
Boards
In line with their fiduciary responsibilities, after having
received legal and financial advice and having given due and
careful consideration to all circumstances and all aspects of the
Transaction, including (i) strategic options, (ii) financial terms,
(iii) non-financial terms, (iv) deal certainty (i.e. the
arrangements impacting the likelihood that the Transaction will
take place, such as the ability to finance the Transaction and
obtain clearance with the relevant antitrust and regulatory
authorities), and (v) deal protection, including the 'fiduciary
out' (i.e. the arrangements determining under which circumstances
the Ordina Boards remain committed to the Offer, and under which
circumstances they are able to explore, and eventually recommend, a
Competing Offer), the Ordina Boards unanimously resolved on 20
March 2023, that the Transaction is in the best interest of Ordina
and its business, taking into account the interests of all its
stakeholders, and approved entering into the Merger Protocol,
subject to the terms and conditions set out therein.
Subject to the terms, conditions and restrictions of the Offer,
the Ordina Boards unanimously (i) support the Transaction, (ii)
recommend to the Shareholders to accept the Offer and to tender
their Shares pursuant to the Offer and (iii) recommend to the
Shareholders to vote in favour of the Offer Resolutions. More
information regarding the decision-making process of the Ordina
Boards is included in the Position Statement, which was published
by Ordina today.
Fairness Opinions
On 20 March 2023, AXECO Corporate Finance B.V. ("AXECO")
issued its Fairness Opinion to the Ordina Boards and ABN AMRO Bank
N.V. ("ABN AMRO") issued its Fairness Opinion to the
Supervisory Board, in each case that, as of such date, and based
upon and subject to the factors, assumptions, limitations and
qualifications set forth therein, (i) the Offer Price to be paid to
the holders of the Shares pursuant to the terms of the Offer is
fair, from a financial point of view, to such shareholders and (ii)
if applicable, the consideration to be paid to Ordina under the
Post-Closing Restructuring Measure is fair, from a financial point
of view, to Ordina. The full text of the Fairness Opinions, each of
which sets forth the assumptions made, procedures followed, matters
considered and limitations on the review undertaken in connection
with such Fairness Opinion, are included in the Position
Statement.
Irrevocable undertakings
The Offer is supported by Ordina's two largest shareholders, as
well as the individual members of each of the Ordina Boards,
together representing approximately 27% of the Shares. Each has
irrevocably committed to Sopra Steria to support the Offer, vote in
favour of the Offer Resolutions and tender its shareholding in the
Offer. In accordance with the applicable public offer rules, these
Shareholders have not received any information in connection with
the Offer that is not included in the Offer Memorandum and they
will tender their Shares on the same terms and conditions as the
other Shareholders.
Non-Financial Covenants
The Offeror and the Company have agreed to certain non-financial
covenants in respect of, among other matters, strategy, structure
and governance, financing, employees and minority shareholders for
a duration of 30 months after settlement of the Offer (the
"Non-Financial Covenants"), including the covenants
summarised below.
Strategy
The Offeror fully subscribes to the business strategy of the
Company's group. The Offeror intends to align the activities of the
Belgian and Luxembourg parts of the Offeror and the Belgian and
Luxembourg parts of the Company's group, to fully benefit from the
reach, scale and resources of their combined businesses (the
"BeLux Group" and together with the other parts of the
Company's group, the "BeNeLux Group"). The Offeror will
support, including from a financial perspective, the BeNeLux Group
to realise and execute the business strategy of the Company's group
and will work with the Company to grow the BeNeLux Group
organically and through mergers and acquisitions. The core business
of the Company's group shall remain intact. The Offeror has no
intention to break up the BeNeLux Group or to divest a part of the
BeNeLux Group. The BeNeLux Group will be rebranded (including the
name of the Company).
The Offeror will support the Company in furthering its current
sustainability, ESG and corporate social responsibility strategy
and goals, with a view to maintain the "best of both worlds" of the
existing ESG standards of the Company's group and the Offeror's
group.
Structure and governance
Following the settlement of the Offer, the Company will have a
one-tier board (the "One-Tier Board"), comprising three
executive directors (the "Executive Directors"), being Jo
Maes (as the CEO of the Company's group), Joyce van Donk-van Wijnen
and Michel Lorgeré, and five non-executive directors (the
"Non-Executive Directors"), being (i) Dennis de Breij and
Bj�rn van Reet who are current members of the Supervisory Board and
who are considered independent from the Offeror (the
"Independent Non-Executive Directors") and (ii) Pierre
Pasquier, Kathleen Clark and Yvane Bernard-Hulin, to be designated
by the Offeror, who are non-independent from the Offeror (the
"Designated Non-Executive Directors"). The two Independent
Non-Executive Directors will especially monitor compliance with the
Non-Financial Covenants. Any deviations from the Non-Financial
Covenants require the prior written approval of the One-Tier Board,
including a vote in favour of such approval by the Independent
Non-Executive Directors.
The Executive Directors remain responsible for managing the
BeNeLux Group. Any persons to be appointed within the BeNeLux Group
that report directly to the executive board, shall be appointed by
the Executive Directors, following the approval of the One-Tier
Board.
The Company's group will maintain a substantial presence in the
Netherlands and the BeNeLux headquarters will remain in Nieuwegein,
the Netherlands. The Company will remain a separate legal entity
and the main holding company of the current and future subsidiaries
and operations of the Company's group. The Company will continue
under the mitigated structure regime (gemitigeerde
structuurregime).
Employees
The existing rights and benefits of the employees of the
combined group will be respected, as well as the current employee
consultation structure of the Company's group in the Netherlands,
Belgium and Luxembourg. The Offeror will also respect the existing
pension rights of the current and former employees of the combined
group.
To the extent that any positions within the Company's group and
the Offeror's group overlap following settlement of the Offer, such
positions will be filled based on fair allocation principles, such
as "best person for the job". The Offeror is committed to provide
the employees of the combined group with appropriate career
opportunities and training.
Works Council of Ordina
Ordina's Dutch Works Council rendered a positive advice on 26
May 2023 on (i) the decision of the Management Board to support the
Transaction and to recommend the Offer, and (ii) related actions as
contemplated in connection with the Transaction.
Competition Clearances
As the turnovers of the Offeror and Ordina met the relevant
notification thresholds under Council Regulation (EC) No 139/2004
on the control of concentrations between undertakings, the Offeror
notified the Transaction to the European Commission on 12 June
2023. With reference to the joint press release by Sopra Steria and
Ordina of 5 July 2023, the European Commission rendered Competition
Clearance on 4 July 2023 and publicly announced its decision on 5
July 2023.
Regulatory Clearances
As per the joint press release issued by Sopra Steria and Ordina
on 25 May 2023, Sopra Steria and Ordina announced that they have
determined on the basis of the currently available information and
Ordina's current activities that the Offer and the Transaction do
not fall within the scope of the relevant foreign direct investment
legislation, including any such legislation that is currently
expected to enter into force in the course of 2023. Accordingly,
Sopra Steria and Ordina shall not prepare and file with the
regulatory authorities any notification in connection with the
contemplated Transaction and the Offer shall not be subject to any
Regulatory Clearance condition.
The Foundation and the Priority Share
Stichting Prioriteit Ordina Group (the "Foundation") is
the bearer of the only issued and outstanding priority share in the
capital of Ordina (the "Priority Share") and, in that
capacity, has the right to nominate all Supervisory Board members
for appointment by Ordina's general meeting and approve all
proposed amendments to the Articles of Association. The Foundation
has entered into an agreement with Ordina pursuant to which the
Foundation is obliged (subject to Settlement) to, and has resolved
in accordance with that agreement to, (a) approve the amendment of
the Articles of Association as set out in section 6.17 (Amendments
to the Articles of Association) of the Offer Memorandum, (b)
approve to dissolve Ordina subject to execution of the Asset Sale
Agreement, (c) transfer the Priority Share to Ordina for no
consideration on the Settlement Date, and (d) approve the
cancellation of the Priority Share. Ordina shall not amend or
terminate the agreement with the Foundation, or waive any of its
rights thereunder, and shall enforce its rights under such
agreement to the fullest extent possible.
Indicative timetable
Expected date and time
Event
09:00 hours CET, 19 July 2023
Commencement of the Offer
Period
14:30 hours CET, 6 September
2023
EGM, at which meeting, among
other matters, the Offer will be discussed, and the Offer
Resolutions will be voted on
17:40 hours CET, 26 September
2023
Closing Date and Closing Time:
deadline for Shareholders to tender their Shares, unless the Offer
Period is extended in accordance with Article 15 of the Decree
No later than three (3) Business
Days after the Closing Date
Unconditional Date: the date on
which the Offeror will publicly announce whether the Offer is
declared unconditional (gestand is gedaan) in accordance with
Article 16 of the Decree
No later than the third (3rd)
Business Day after the Unconditional Date
Settlement Date: the date on
which, in accordance with the terms and conditions of the Offer,
the Offeror will pay the Offer Price for each Tendered Share
No later than the third (3rd)
Business Day after the Unconditional Date
Post-Acceptance Period: if the
Offer is declared unconditional (gestand is gedaan), the Offeror
may, at its discretion, announce a Post-Acceptance Period for a
period of two (2) weeks in accordance with Article 17 of the
Decree
No later than the third (3rd)
Business Day after the expiration of the Post-Acceptance Period (if
elected by the Offeror)
The Offeror will publicly
announce the results of the Post-Acceptance Period
No later than the fifth (5th)
Business Day after the expiration of the Post-Acceptance Period (if
elected by the Offeror)
Settlement of the Tendered Shares
during the Post-Acceptance Period: in accordance with the terms and
conditions of the Offer, the Offeror will pay the Offer Price for
each Tendered Share
Offer Period
The Offer Period will commence at 09:00 hours CET on 19 July
2023 and will expire on 26 September 2023 at 17:40 hours CET on the
Closing Date, unless the Offer Period is extended in accordance
with section 5.5 (Extension) of the Offer Memorandum (see Extension
of the Offer Period below).
Shares tendered on or prior to the Closing Date may not be
withdrawn, subject to the right of withdrawal of any tender of
Shares pursuant to the provisions of Article 5b, paragraph 5 and
Article 15, paragraphs 3 and 8 and Article 15a, paragraph 3 of the
Decree and in accordance with the procedures set forth in section
5.3 (Acceptance by Shareholders) of the Offer Memorandum.
Acceptance by the Shareholders
Shareholders who hold their Shares through an Admitted
Institution are requested to make their acceptance known through
their bank or stockbroker no later than the Closing Time, being
17:40 hours CET on the initial Closing Date, unless the Offer
Period is extended in accordance with section 5.5 (Extension) of
the Offer Memorandum. The custodian, bank or stockbroker may set an
earlier deadline for communication by Shareholders in order to
permit the custodian, bank or stockbroker to communicate its
acceptances to ING Bank N.V. (the "Settlement Agent")
in a timely manner. Accordingly, Shareholders holding Shares
through a financial intermediary should comply with the dates
communicated by such financial intermediary, as such dates may
differ from the dates and times noted in the Offer Memorandum.
Admitted Institutions may tender Shares for acceptance only to
the Settlement Agent and only in writing. The Admitted Institutions
are requested to tender the Shares via Euroclear Nederland (Swift
message MT565). In submitting the acceptance, Admitted Institutions
are required to declare that (i) they have the Tendered Shares in
their administration, (ii) each Shareholder who accepts the Offer
irrevocably represents and warrants that (a) the Tendered Shares
are being tendered in compliance with the restrictions set out in
sections 2 (Restrictions) and 3 (Important information) of the
Offer Memorandum and (b) neither it, nor any director, officer,
member, employee, or agent acting for it in connection with the
Tendered Shares, is the subject or target, directly or indirectly,
of any economic or financial sanctions or trade embargoes
administered or enforced by any governmental or supranational
authority, including but not limited to any agency of the US
government, the United Kingdom, the European Union or any member
state thereof, or the United Nations (collectively,
"Sanctions" and any such government, body, or agency a
"Sanctions Authority"), including, without limitation, as a
result of being an individual or legal person (1) listed in any
Sanctions-related list of sanctioned person maintained by a
Sanctions Authority (other than solely by virtue of its inclusion
in the US "Sectoral Sanctions Identifications (SSI) List" or Annex
III, IV, V or VI of Council Regulation (EU) No. 833/2014 of 31 July
2014, as amended), (2) located, organised or resident in or a
national of a country, jurisdiction or territory that is subject to
comprehensive sanctions or trade embargoes (including Belarus,
Cuba, Iran, North Korea, Russia, Syria, the Crimea, Kherson,
Zaporizhzhia, so-called Donetsk People's Republic, or so-called
Luhansk People's Republic regions of Ukraine), or (3) owned or
controlled by any such person or persons, and (iii) they undertake
to effect the transfer (levering) of these Tendered Shares to the
Offeror prior to or ultimately on the Settlement Date, provided
that the Offer has been declared unconditional (gestand is
gedaan).
Although under normal circumstances the relevant Admitted
Institutions will ensure that the Tendered Shares are transferred
(geleverd) to the Offeror, if so instructed by the Shareholder,
Shareholders are advised that each Shareholder is responsible for
the transfer (levering) of such Tendered Shares to the Offeror.
Subject to Article 5b, paragraph 5, Article 15, paragraphs 3 and
8 and Article 15a, paragraph 3 of the Decree, the tendering of
Shares by a Shareholder in acceptance of the Offer will constitute
irrevocable instructions (i) to block any attempt to transfer
(levering) such Tendered Shares, so that on or prior to the
Settlement Date no transfer (levering) of such Tendered Shares may
be effected (other than to the Settlement Agent on or prior to the
Settlement Date if the Offer is declared unconditional (gestand
wordt gedaan) and the Tendered Shares have been accepted for
purchase) and (ii) to debit the securities account in which such
Tendered Shares are held on the Settlement Date in respect of all
of the Tendered Shares, against payment by the Settlement Agent of
the Offer Price.
Extension of the Offer Period
If one or more of the Offer Conditions set out in section 6.6
(Offer Conditions, waiver and satisfaction) of the Offer Memorandum
is not satisfied or waived in accordance with section 6.6.2
(Waiver) of the Offer Memorandum by the initial Closing Date, the
Offeror shall, in accordance with Article 15, paragraphs 1 and 2 of
the Decree, extend the Offer Period once for a maximum period of
ten (10) weeks calculated from the initial Closing Date (or such
shorter period as may be agreed in writing between the Offeror and
Ordina in light of the reasonably expected period required to
satisfy the relevant Offer Condition(s) with a minimum period of
two (2) weeks), until all such Offer Conditions have been satisfied
or waived.
If one or more of the Offer Conditions is not satisfied or
waived in accordance with section 6.6.2 (Waiver) of the Offer
Memorandum by the Closing Date, the Offeror may, subject to receipt
of an exemption granted by the AFM (which exemption shall be
requested timely by the Offeror) and after prior consultation with
Ordina, extend the extended Offer Period for more periods of time,
until such time as the Offeror and Ordina reasonably believe is
necessary to cause such Offer Conditions to be satisfied or
waived.
If the Offer Period is extended, so that the obligation pursuant
to Article 16 of the Decree to announce whether the Offer is
declared unconditional (gestand wordt gedaan) is postponed, a
public announcement to that effect will be made no later than the
third (3rd) Business Day following the initial Closing Date in
accordance with the provisions of Article 15, paragraphs 1 and 2 of
the Decree.
If no exemption is granted by the AFM while not all Offer
Conditions have been satisfied before the end of the extended Offer
Period (and if such Offer Condition(s) has or have not been waived
in accordance with section 6.6.2 (Waiver) of the Offer Memorandum),
the Offer will be terminated as a consequence of such Offer
Condition(s) not having been satisfied or waived on or before the
Unconditional Date.
During an extension of the Offer Period, any Shares previously
tendered and not validly withdrawn will remain tendered under the
Offer, subject to the right of each Shareholder to withdraw the
Shares he or she has already tendered in accordance with section
5.3.5 (Withdrawal rights) of the Offer Memorandum.
Declaring the Offer unconditional
The obligation of the Offeror to declare the Offer unconditional
(gestand doen) is subject to the satisfaction or waiver of the
Offer Conditions. Reference is made to section 6.6 (Offer
Conditions, waiver and satisfaction) of the Offer Memorandum. The
Offer Conditions may be waived, to the extent permitted by
Applicable Rules, as set out in section 6.6(b) (Waiver) of the
Offer Memorandum. If any Offer Condition is waived in accordance
with section 6.6(b) (Waiver) of the Offer Memorandum, the Offeror
will inform the Shareholders as required by the Applicable
Rules.
No later than on the Unconditional Date (i.e. within three (3)
Business Days following the Closing Date), the Offeror will
determine whether the Offer Conditions have been satisfied or
waived as set out in section 6.6 (Offer Conditions, waiver and
satisfaction) of the Offer Memorandum, to the extent permitted by
Applicable Rules. In addition, the Offeror will announce on the
Unconditional Date whether (i) the Offer is declared unconditional
(gestand is gedaan), (ii) the Offer Period will be extended in
accordance with Article 15 of the Decree, or (iii) the Offer is
terminated as a result of the Offer Conditions set out in section
6.6.1 (Offer Conditions) of the Offer Memorandum not having been
satisfied or waived, all in accordance with section 6.6.2 (Waiver)
of the Offer Memorandum and section 6.6.3 (Satisfaction) of the
Offer Memorandum and Article 16 of the Decree. In the event that
the Offer is not declared unconditional (niet gestand is gedaan),
the Offeror will explain such decision.
Settlement
In the event that the Offeror declares the Offer unconditional
(gestand is gedaan), Shareholders who have validly tendered (or
defectively tendered provided that such defect has been waived by
the Offeror) and have not validly withdrawn and have transferred
(geleverd) their Shares for acceptance pursuant to the Offer on or
prior to the Closing Date will receive no later than on the third
(3rd) Business Day after the Unconditional Date the Offer Price in
respect of each Tendered Share, as of which moment revocation
(herroeping), dissolution (ontbinding) or annulment (vernietiging)
of a Shareholder's tender or transfer (levering) shall not be
permitted. Settlement will only take place if the Offer is declared
unconditional (gestand is gedaan). The Offeror cannot guarantee
that Shareholders holding Shares through an Admitted Institution
will actually receive payment within such three (3) Business Day
period from the Admitted Institution with whom they hold their
Shares.
Post-Acceptance Period
In the event that the Offeror declares the Offer unconditional
(gestand is gedaan), the Offeror may, in its discretion, in
accordance with Article 17 of the Decree, within three (3) Business
Days after declaring the Offer unconditional, publicly announce a
Post-Acceptance Period (na-aanmeldingstermijn) of two (2) weeks to
enable Shareholders who did not tender their Shares during the
Offer Period to tender their Shares during the Post-Acceptance
Period under the same terms and conditions as the Offer.
In the Post-Acceptance Period, Shareholders who hold their
Shares through an Admitted Institution are requested to make their
acceptance known through their bank or stockbroker no later than
17:40 hours CET on the last Business Day of the Post-Acceptance
Period. The custodian, bank or stockbroker may set an earlier
deadline for communication by Shareholders in order to permit the
custodian, bank or stockbroker to communicate its acceptances to
the Settlement Agent in a timely manner. Accordingly, Shareholders
holding Shares through a financial intermediary should comply with
the dates communicated by such financial intermediary, as such
dates may differ from the dates and times noted in the Offer
Memorandum or this press release.
The Offeror will publicly announce the results of the
Post-Acceptance Period and the total amount and total percentage of
Shares held by it in accordance with Article 17, paragraph 4 of the
Decree ultimately on the third (3rd) Business Day following the
last day of the Post-Acceptance Period. The Offeror shall accept
all Tendered Shares during such Post-Acceptance Period.
During the Post-Acceptance Period, Shareholders have no right to
withdraw Shares from the Offer, which are 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 two (2) Dutch
trading days of the Offeror's acceptance of such Shares
tendered.
In the event any Distribution on the Shares is made by Ordina on
or prior to the settlement date of the Shares tendered in the
Post-Acceptance Period, whereby the record date is decisive for
entitlement to such Distribution, the Offer Price will be decreased
by the full amount of any such Distribution made by Ordina in
respect of each Share (before any applicable withholding tax).
As of the relevant settlement date, revocation (herroeping),
dissolution (ontbinding) or annulment (vernietiging) of the
tendering, sale or transfer (levering) of any Share tendered during
the Post-Acceptance Period is not possible.
Acquisition of 100% and Post-Closing Restructuring
Measure
Taking into account the business rationale of the Transaction,
Ordina has acknowledged the importance of enhancing the sustainable
success of the business of the Ordina Group in an expeditious
manner and that the terms of the Offer are predicated on the
acquisition of 100% of the Shares or Ordina's assets and
operations. This importance is based, inter alia, on:
- the fact that having a single shareholder and operating without
a public listing increases the Company's ability to achieve the
goals and implement the actions of its strategy and reduces the
Company's costs;
- the ability of Ordina and the Offeror to terminate the listing
of the Shares from Euronext Amsterdam, and all resulting cost
savings therefrom;
- the ability to achieve an efficient capital structure (both
from a tax and financing perspective), which would, among other
things, facilitate the Transaction, intercompany and dividend
distributions;
- the ability to implement and focus on achieving long-term
strategic goals of Ordina as opposed to short-term performance
driven by quarterly reporting; and
- as part of long-term strategic objectives, the ability to focus
on pursuing and supporting (by providing access to equity and debt
capital) continued buy-and-build acquisition opportunities as and
when they arise.
In the event that, following the Settlement Date and the
Post-Acceptance Period, if elected by the Offeror, (i) the Offeror
meets either the threshold to initiate a compulsory acquisition
procedure (uitkoopprocedure) in accordance with Article 2:92a of
the Dutch Civil Code or the threshold to initiate a takeover
buy-out procedure in accordance with Article 2:201a or 2:359c of
the Dutch Civil Code (the "Squeeze-Out Proceedings
Threshold"), (ii) the Asset Sale Resolution has been adopted,
and (iii) the Offeror elects to implement the Pre-Squeeze-Out Asset
Sale, then the Offeror prefers to implement the Pre-Squeeze-Out
Asset Sale and, as soon as reasonably possible after completion
thereof, the Offeror shall initiate Squeeze-Out Proceedings in
accordance with section 6.16 (Post-closing measures and future
legal structure) of the Offer Memorandum. At the request of the
Offeror, the Company will be converted into a private company with
limited liability (besloten vennootschap met beperkte
aansprakelijkheid) and its articles of association will be amended
to, inter alia, provide for a new class of shares (the "B
Shares"). Subsequently, the Company will issue a number of B
Shares to the Offeror equal to the number of Shares held by the
Offeror at the time of such issuance, and exclude pre-emptive
rights in that respect, against the transfer by the Offeror to the
Company of the Shares held by it (the "Issuance and
Repurchase"). The Company will subsequently make a distribution
equal to the Offeror Note (see section 6.16.6 (Asset Sale and
Squeeze-Out Proceedings) of the Offer Memorandum) on the B Shares
to the Offeror (the "Note Distribution"). As part of the
Squeeze-Out Proceedings the remaining minority shareholders in the
Company will be offered the Offer Price for their Shares unless
there would be financial, business or other developments or
circumstances that would justify a different price in accordance
with, respectively, Article 2:92a, paragraph 5, Article 2:201a,
paragraph 5 or Article 2:359c, paragraph 6 of the Dutch Civil
Code.
In the event that, following the Settlement Date and the
Post-Acceptance Period (if elected by the Offeror), the Offeror
does not meet the Statutory Squeeze-Out Threshold but does meet the
Acceptance Threshold and the Asset Sale and Liquidation Resolutions
have been adopted, then the Offeror prefers to implement the Asset
Sale and Liquidation, in accordance with section 6.16 (Post-closing
measures and future legal structure) of the Offer Memorandum. As
soon as possible after commencement of the Liquidation, a
Liquidation Distribution will be made to the Shareholders
consisting of a payment per Share equal to the Offer Price, without
any interest and subject to withholding taxes and other taxes. The
distribution by Ordina of the Liquidation Distribution as part of
the Asset Sale and Liquidation should generally be subject to 15%
Dutch dividend withholding tax to the extent such distributions in
respect of each of the Shares exceed the average paid-in capital
(as recognised for Dutch dividend withholding tax purposes) of such
Shares.
The Post-Closing Restructuring Measure is subject to the
adoption of certain shareholder resolutions at the EGM. The Ordina
Boards have agreed to unanimously recommend that shareholders vote
in favour of the resolutions required for the Post-Closing
Restructuring Measure.
Liquidity and delisting
The purchase of Shares by the Offeror pursuant to the Offer will
reduce the number of Shareholders, as well as the number of Shares
that might otherwise be traded publicly. As a result, the liquidity
and market value of the Shares that were not tendered under the
Offer, or were tendered and validly withdrawn, may be adversely
affected. The Offeror does not intend to compensate for such
adverse effect by, for example, setting up a liquidity mechanism
for the Shares that are not tendered following the Settlement Date
and the Post-Acceptance Period (if elected by the Offeror).
Should the Offer be declared unconditional (gestanddoening), the
Offeror and Ordina intend to procure the delisting of the Shares on
Euronext Amsterdam as soon as possible under Applicable Rules. This
may further adversely affect the liquidity and market value of any
Shares not tendered.
If the Offeror acquires 95% or more of the Shares, it will be
able to procure delisting of the Shares from Euronext Amsterdam in
accordance with Applicable Rules. However, the listing of the
Shares on Euronext Amsterdam will also terminate after a successful
Asset Sale and Liquidation as set out in section 6.16.4 (Asset Sale
and Liquidation) of the Offer Memorandum or any other measures or
procedures set out in section 6.16.6 (Other Post-Closing Measures)
of the Offer Memorandum. In the event that the Shares will no
longer be listed, the provisions applicable to the governance of
listed companies will no longer apply to Ordina and the rights of
remaining minority Shareholders may be limited to the statutory
minimum, taking into account the Non-Financial Covenants in respect
of, among others, the minority shareholders.
Announcements
Any announcement contemplated by the Offer Memorandum will be
issued by means of a press release. Any press release issued by the
Offeror will be made available on the website www.soprasteria.com.
Any press release issued by Ordina will be made available on the
website www.ordina.com.
Subject to any applicable requirements of the Applicable Rules
and without limiting the manner in which the Offeror may choose to
make any public announcement, the Offeror will have no obligation
to communicate any public announcement other than as described
above and in section 5.12 (Announcements) of the Offer
Memorandum.
Offer Memorandum, Position Statement and further
information
The Offeror is making the Offer on the terms and subject to the
conditions and restrictions contained in the Offer Memorandum which
is available as of today. In addition, Ordina has made available
the Position Statement today, 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.
Ordina: Ordina N.V. Ringwade 1 3439 LM Nieuwegein The
Netherlands
The Settlement Agent: ING Bank N.V. Bijlmerdreef 106 1102
CT Amsterdam The Netherlands iss.pas@ing.com
Advisors
AXECO Corporate Finance B.V. is acting as financial advisor and
Stibbe N.V. is acting as legal advisor to Ordina. ABN AMRO Bank
N.V. is acting as independent financial advisor to the Supervisory
Board. CFF Communications is acting as Ordina's communication
adviser.
Messier & Associés is acting as financial advisor and Van
Bael & Bellis and Houthoff are acting as legal advisor to Sopra
Steria. Image 7 is acting as Sopra Steria's communication
adviser.
See also: www.shareholderofferordina.com
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, the Group 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
Information for US Shareholders
Shareholders in the United States are advised that the Shares
are not listed on a US securities exchange and that the Company is
not subject to the periodic reporting requirements of the US
Securities Exchange Act of 1934, as amended (the "US Exchange
Act"), and is not required to, and does not, file any reports
with the US Securities and Exchange Commission (the "SEC")
thereunder.
The Offer will be made for the issued and outstanding shares of
the Company, which is domiciled in the Netherlands, and is subject
to Dutch disclosure and procedural requirements. The Offer is made
in the United States pursuant to Section 14(e) and Regulation 14E
under the US Exchange Act, subject to the exemption provided under
Rule 14d-1(d) under the Exchange Act for a Tier I tender offer (the
"Tier I Exemption"), and otherwise in accordance with the
disclosure and procedural requirements of Dutch law, including with
respect to the Offer timetable, settlement procedures, withdrawal,
waiver of conditions and timing of payments, which are different
from those of the United States. In particular, the financial
statements included in section 13 (Financial Information Ordina) of
the Offer Memorandum have been prepared in accordance with the
International Financial Reporting Standards issued by the
International Accounting Standards Board, as adopted by the
European Union ("IFRS"), and/or Part 9 of Book 2 of the
Dutch Civil Code, and may not be comparable to the financial
statements or financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States. The
Offer is made to the Shareholders resident in the United States on
the same terms and conditions as those made to all other
Shareholders to whom an offer is made. Any informational documents,
including the Offer Memorandum, are being disseminated to US
shareholders on a basis comparable to the method that such
documents are provided to the other Shareholders.
As permitted under the Tier I Exemption, the Settlement is based
on the applicable Dutch law provisions, which differ from the
settlement procedures customary in the United States, particularly
as regards to the time when payment of the consideration is
rendered. The Offer, which is subject to Dutch law, is being made
to the US shareholders in accordance with the applicable US
securities laws, and applicable exemptions thereunder, in
particular the Tier I Exemption. To the extent the Offer is subject
to US securities laws, those laws only apply to US shareholders and
will not give rise to claims on the part of any other person. US
shareholders should consider that the price for the Offer is being
paid in EUR and that no adjustment will be made based on any
changes in the exchange rate.
The receipt of cash pursuant to the Offer by a US Shareholder
will generally be a taxable transaction for US federal income tax
purposes and may be a taxable transaction under applicable state
and local, as well as foreign and other tax Laws. Each Shareholder
is urged to consult its independent professional advisors
immediately regarding the tax consequences of acceptance or
non-acceptance of the Offer.
It may be difficult for US Shareholders to enforce their rights
and claims arising out of the US federal securities laws, since the
Offeror and the Company are located in a country other than the
United States, and some or all of their officers and directors may
be residents of a country other than the United States. US
Shareholders may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
federal securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US
court's judgment.
Neither the SEC nor any US state securities commission or other
regulatory authority has approved or disapproved the Offer, passed
upon the fairness or merits of the Offer or provided an opinion as
to the accuracy or completeness of the Offer Memorandum or any
other documents regarding the Offer. Any representation to the
contrary constitutes a criminal offence in the United States.
General restrictions
This press release contains inside information within the
meaning of the EU Market Abuse Regulation (596/2014). The
information in this announcement is not intended to be complete.
This announcement is for information purposes only and does not
constitute an offer or an invitation to acquire or dispose of any
securities or investment advice or an inducement to enter into
investment activity. This announcement does not constitute an offer
to sell or issue or the solicitation of an offer to buy or acquire
the securities of Ordina in any jurisdiction.
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. Shareholders in any doubt as to their position should
consult an appropriate professional advisor without delay.
Forward-looking statements
This press release may include "forward-looking statements" such
as statements relating to the impact of the Transaction on the
Offeror and Ordina and the expected timing and completion of the
Offer and the Transaction. Forward-looking statements involve known
or unknown risks and uncertainties because they relate to events
and depend on circumstances that all occur in the future.
Generally, words such as may, should, aim, will, expect, intend,
estimate, anticipate, believe, plan, seek, continue or similar
expressions identify forward-looking statements. These
forward-looking statements speak only as of the date of the Offer
Memorandum. Although the Offeror and Ordina, each with respect to
the statements it has provided, believe that the expectations
reflected in such forward-looking statements are based on
reasonable assumptions, no assurance can be given that such
statements will be fulfilled or prove to be correct, and no
representations are made as to the future accuracy and completeness
of such statements.
Forward-looking statements are subject to risks, uncertainties
and other factors that could cause actual results to differ
materially from historical experience or from future results
expressed or implied by such forward-looking statements. These
forward-looking statements are not guarantees of future
performance. Potential risks and uncertainties include, but are not
limited to, (i) the risk that required regulatory approvals may
delay the Offer or result in the imposition of conditions that
could have a material adverse effect on the integration of Ordina
into the Offeror's Group or cause the Offeror to abandon the Offer,
(ii) the risk that the Offer Conditions may not be satisfied, (iii)
risks relating to the Offeror's ability to successfully operate
Ordina without disruption to its other business activities, which
may result in Ordina not operating as effectively and efficiently
as expected, (iv) the possibility that Ordina may involve
unexpected costs, unexpected liabilities or unexpected delays, (v)
the risk that the businesses of the Offeror or its Affiliates may
suffer as a result of uncertainty surrounding the Offer, (vi) the
effects of competition (in particular the response to the Offer in
the marketplace) and competitive developments or risks inherent to
the Offeror's or Ordina's business plans, (vii) the risk that
disruptions from the Offer will harm relationships with customers,
employees and suppliers, (viii) political, economic or legal
changes in the markets and environments in which the Offeror and
its Affiliates, shareholders, officers, directors, employees,
advisors, agents, representatives and members do business, (ix)
economic conditions in the global markets in which the Offeror and
Ordina and, where applicable, their respective Affiliates operate,
in particular the current macro-economic developments, (x)
uncertainties, risks and volatility in financial markets affecting
the Offeror and Ordina and, where applicable, their respective
Affiliates, shareholders, officers, directors, employees, advisors,
agents, representatives and members, and (xi) other factors that
can be found in the Offeror and Ordina's press releases and public
filings.
Each of the Offeror and Ordina expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based, except as required by Applicable Rules or by any Competent
Regulatory Authority.
________________________ 1 The Offer price of
EUR 5.75 cum dividend is excluding the dividend of EUR 0.395
(thirty-nine and a half eurocent) announced by way of press release
on 16 February 2023 and made payable to Shareholders on 20 April
2023),
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230717466253/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
For more information:
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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