PARIS & NIEUWEGEIN, Netherlands--(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 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.
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.
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.
3439 LM Nieuwegein
The Settlement Agent:
ING Bank N.V.
1102 CT Amsterdam
See also: www.shareholderofferordina.com
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.
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.
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.