Update on Regulatory Clearance Progress With Respect to Public Offer for Ordina by Sopra Steria
25 Mai 2023 - 8:00AM
Business Wire
This is a joint press release by Ordina N.V. ("Ordina")
and Sopra Steria Group SA ("Sopra Steria" or the
"Offeror") pursuant to the provisions of Section 4,
paragraph 3 of the Dutch Decree on public takeover bids (Besluit
openbare biedingen Wft) (the "Decree") in connection with
the intended recommended public offer by the Offeror for all the
issued and outstanding ordinary shares in the capital of Ordina
(the "Offer"). The information in this announcement is not
intended to be complete. This announcement does not constitute an
offer, or any solicitation of any offer, to buy or subscribe for
any securities in Ordina. Any offer will be made only by means of
an offer memorandum (the "Offer Memorandum") approved by the
Dutch Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten, the "AFM"). This press release is not
for release, publication or distribution, in whole or in part, in
or into, directly or indirectly, any jurisdiction in which such
release, publication or distribution would be unlawful.
Regulatory News:
Reference is made to the joint press release issued by Sopra
Steria (Paris:SOP) and Ordina on 21 March 2023 in respect of the
conditional agreement on a recommended all-cash public offer to be
made by Sopra Steria for all the issued and outstanding ordinary
shares in the capital of Ordina (each a "Share") at an offer
price of EUR 5.75 per Share cum dividend1.
Sopra Steria and Ordina have determined on the basis of the
currently available information and Ordina's current activities
that the Offer and the transactions contemplated in connection
therewith (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. For
the avoidance of doubt, the above does not relate to the merger
control filing to be made with the European Commission.
As communicated in the joint press releases dated 21 March 2023
and 17 April 2023, respectively, Sopra Steria and Ordina continue
to anticipate that the Offer will close in the second half of
2023.
About Ordina
Ordina is the digital business partner that harnesses technology
and market know-how to give its clients an edge. We do this by
using smart solutions to connect technology, business challenges
and people. We help our clients to accelerate, to develop smart
applications, to launch new digital services and ensure that people
embrace those services. Ordina was founded in 1973. Its shares are
listed on Euronext Amsterdam and are included in the Smallcap Index
(AScX). In 2022, Ordina recorded revenue of EUR 429 million.
You will find more information at www.ordina.com.
About Sopra Steria
Sopra Steria, a European Tech leader recognised for its
consulting, digital services and software development, helps its
clients drive their digital transformation to obtain tangible and
sustainable benefits. It provides end-to-end solutions to make
large companies and organisations more competitive by combining
in-depth knowledge of a wide range of business sectors and
innovative technologies with a fully collaborative approach. Sopra
Steria places people at the heart of everything it does and is
committed to putting digital to work for its clients in order to
build a positive future for all. With 50,000 employees in nearly 30
countries, Sopra Steria generated revenue of €5.1 billion in
2022.
The world is how we shape it. Sopra Steria (SOP) is
listed on Euronext Paris (Compartment A) – ISIN: FR0000050809 For
more information, visit us at www.soprasteria.com.
Disclaimer, General Restrictions and Forward-Looking
Statements
The distribution of this press release may, in some countries,
be restricted by law or regulation. Accordingly, persons who come
into possession of this document should inform themselves of and
observe these restrictions. To the fullest extent permitted by
applicable law, the Offeror and Ordina disclaim any responsibility
or liability for the violation of any such restrictions by any
person. Any failure to comply with these restrictions may
constitute a violation of the securities laws of that jurisdiction.
Neither Ordina, nor the Offeror, nor any of their advisors assume
any responsibility for any violation by any person of any of these
restrictions. Ordina shareholders in any doubt as to their position
should consult an appropriate professional advisor without delay.
This announcement is not to be published or distributed in or to
Canada, Japan and the United States.
This public announcement may include "forward-looking
statements" and language that indicates trends, such as
"anticipated" and "expected". Although Ordina and the Offeror
believe that the assumptions upon which their respective financial
information and their respective forward-looking statements are
based are reasonable, they can give no assurance that these
assumptions will prove to be correct. Neither Ordina nor the
Offeror, nor any of their advisors accept any responsibility for
any financial information contained in this press release relating
to the business or operations or results or financial condition of
the other or their respective groups.
1 In accordance with the press release dated 16 February 2023, a
dividend of EUR 0.395 was announced by Ordina and paid to the
Ordina's shareholders on 20 April 2023.
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version on businesswire.com: https://www.businesswire.com/news/home/20230524005853/en/
Investor Relations Olivier Psaume
olivier.psaume@soprasteria.com +33 (0)1 40 67 68 16
Press Relations Caroline Simon (Image 7)
caroline.simon@image7.fr +33 (0)1 53 70 74 65 Investor
Relations Anneke Hoijtink anneke.hoijtink@ordina.nl +31
615396873
Media relations Uneke Dekkers, CFF Communications
uneke.dekkers@cffcommunications.nl +31 650261626
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