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 Article 4,
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. 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.
With reference to the joint press releases by Ordina and the
Offeror dated 21 March 2023 and 17 July 2023, the Offer is subject
to the satisfaction or waiver of the Offer Conditions, all in
accordance with the terms of 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.
Sopra Steria and Ordina jointly announce that during the Offer
Period, that expired today at 17:40 hours CET, 83,471,252 Shares
have been tendered under the Offer, representing approximately
92.73% of Ordina's Outstanding Capital. As a result of the adoption
of the Asset Sale and Liquidation Resolutions at the extraordinary
general meeting of Ordina on 6 September 2023, the Acceptance
Threshold of at least 80% has been reached.
Next steps
In accordance with Article 16, paragraph 1 of the Decree and
section 5.6 of the Offer Memorandum, the Offeror will announce
whether it declares the Offer unconditional on or before 29
September 2023.
Further information
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.
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
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.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230926047743/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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