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 16,
paragraphs 1 and 2, and Article 17, paragraph 1 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. 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 are pleased to announce that,
considering all Offer Conditions have been satisfied, the Offeror
declares the Offer unconditional (doet gestand). Settlement of the
Offer will take place on 4 October 2023, on which date the Offer
Price of EUR 5.75 (cum dividend) per Tendered Share will be paid.
Shareholders who have not yet tendered their Shares may tender
their Shares during the Post-Acceptance Period ending on 13 October
2023 at 17:40 hours CET. Ordina will be fully consolidated into
Sopra Steria accounts from October 2023.
Tender results and Offer declared unconditional
During the Offer Period, which ended on 26 September 2023 at
17:40 hours CET, 83,471,252 Shares have been tendered under the
Offer, representing approximately 92.73% of the Outstanding Capital
and an aggregate value of EUR 479,959,699 million.
As a result of the adoption of the Asset Sale and Liquidation
Resolutions at the extraordinary general meeting of Ordina on 6
September 2023, under the terms and subject to the conditions of
the Offer, the Acceptance Threshold was lowered from 95% to 80% of
the Outstanding Capital. Accordingly, considering that all Offer
Conditions have now been satisfied, Sopra Steria declares the Offer
unconditional (doet gestand). The Offeror accepts all Shares that
have been validly tendered (or defectively tendered, provided that
such defect has been waived by the Offeror) and not validly
withdrawn pursuant to the terms of the Offer in accordance with
section 5.3 of the Offer Memorandum. The Offeror has the right (but
not the obligation) to accept any tender of Shares pursuant to the
Offer, even if such tender has not been made in compliance with the
terms and conditions of the Offer.
Settlement
Settlement of the Shares and payment of the Offer Price will
take place on 4 October 2023 (the "Settlement Date"). The
Offeror cannot guarantee that Shareholders holding Shares through
an Admitted Institution will actually receive payment on the
Settlement Date from the Admitted Institution with whom they hold
their Shares.
To date, no Shares were acquired by the Offeror outside the
Offer. Accordingly, as a result of Settlement, the Offeror will
(directly or indirectly) obtain 83,471,252 Shares, representing
approximately 92.73% of the Outstanding Capital.
Upon Settlement, the changes to Ordina's Articles of Association
and the composition of the One-Tier Board, as approved by the
extraordinary general meeting of Ordina on 6 September 2023, will
become effective.
Post-Acceptance Period
The Offeror hereby announces, in accordance with Article 17 of
the Decree, that Shareholders who did not tender their Shares
during the Offer Period will have the opportunity to tender their
Shares, under the same terms and conditions applicable to the
Offer, during the Post-Acceptance Period which will start on 2
October 2023, at 9:00 hours CET, and end on 13 October 2023, at
17:40 hours CET. Please see section 5.8 of the Offer Memorandum for
additional information.
The Offeror will publicly announce the results of the
Post-Acceptance Period and the total number and total percentage of
Shares held by it, in accordance with Article 17, paragraph 4 of
the Decree, within three Business Days following the last day of
the Post-Acceptance Period. The Offeror will accept all Shares
validly tendered (or defectively tendered, provided that such
defect has been waived by the Offeror) during the Post-Acceptance
Period.
During the Post-Acceptance Period, Shareholders have no right to
withdraw Shares from the Offer, regardless of whether their Shares
have been 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 five (5) Business Days after the expiration of the
Post-Acceptance Period. The Offeror cannot guarantee that
Shareholders holding Shares through an Admitted Institution will
actually receive payment within such five (5) Business Days period
from the Admitted Institution with whom they hold their Shares.
Delisting
As a result of the Offeror now holding more than 80% of the
Outstanding Capital, Sopra Steria and Ordina will procure the
termination of the listing and trading of the Shares on Euronext
Amsterdam as soon as possible under the Applicable Rules. Reference
is made to section 6.15 (Consequences of the Offer for
non-tendering Shareholders) of the Offer Memorandum.
Post-closing measures
In the event that, following the Post-Acceptance Period, the
Offeror meets the threshold to initiate a compulsory acquisition
procedure (uitkoopprocedure) in accordance with Article 2:92a,
2:201a or 2:359c of the Dutch Civil Code (meaning that at least 95%
of the Outstanding Capital has been tendered) (the "Squeeze-Out
Proceedings Threshold"), the Offeror and Ordina will, following
expiry of the Post-Acceptance Period, implement the Pre-Squeeze-Out
Asset Sale and, as soon as reasonably possible after completion
thereof, the Offeror will initiate Squeeze-Out Proceedings in
accordance with section 6.16.3 (Asset Sale and Squeeze-Out
Proceedings) of the Offer Memorandum, whereby an amount equal to
the value attributable to the Offeror's shareholding in Ordina will
be paid through a loan note (the "Offeror Note"). The
Articles of Association of the Company will be amended to, among
other things, provide for a new class of shares (the "B
Shares") and, following Completion Asset Sale, the Company will
issue a number of B Shares to the Offeror equal to the number of
Shares held by the Offeror, against the transfer of the Shares held
by the Offeror to the Company. The Company will thereafter make a
distribution equal to the Offeror Note on the B Shares to the
Offeror.
In the event that, following the Post-Acceptance Period, the
Offeror does not meet the Squeeze-Out Proceedings Threshold, then
the Offeror and Ordina may implement the Asset Sale and Liquidation
in accordance with section 6.16.4 (Asset Sale and Liquidation) of
the Offer Memorandum. After commencement of the Liquidation, an
advance liquidation distribution will be made to the Shareholders
who have not tendered their Shares by the end of the
Post-Acceptance Period consisting of a payment per Share equal to
the Offer Price, without any interest and subject to withholding
taxes and other taxes.
Further implications of declaring the Offer
unconditional
Remaining Shareholders who do not wish to tender their Shares in
the Post-Acceptance Period should carefully review the sections of
the Offer Memorandum that further explain the intentions of the
Offeror, such as (but not limited to) section 6.15 (Consequences of
the Offer for non-tendering Shareholders) and section 10 (Tax
aspects of the Offer and Asset Sale and Liquidation), which
describe certain (tax and other) implications to which such
Shareholders may become subject with their continued shareholding
in Ordina.
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.
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 is 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230928773217/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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