29 Oct, 2012
- Offer price of 10.80 Euro per itelligence share
- Ultimate goal is a squeeze-out according to the Stock Corporation Act
- Mr. Herbert Vogel, CEO of itelligence AG, will accept the offer for all his shares in itelligence AG
- Offer document has yet to be approved by the German Federal Financial Supervisory Authority
Duesseldorf, October 29, 2012 – NTT DATA EUROPE GmbH & Co. KG, a wholly-owned subsidiary of Japanese IT company NTT DATA CORPORATION, has announced today its intention to offer the remaining shareholders of itelligence AG to acquire their non-par value bearer shares in itelligence AG by means of a voluntary public acquisition offer pursuant to sections 10 et seq. Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG). NTT DATA EUROPE GmbH & Co. KG will offer a cash consideration of 10.80 Euro per itelligence share. The offer price includes a premium of 44 percent on itelligence AG’s closing share price on October 26, 2012. This is a premium of approx. 53 percent on the share’s volume weighted average trading price over the last three months (XETRA). In addition, it is intended to grant all shareholders who accept the offer a price adjustment (Besserungsschein) if and to the extent a mandatory squeeze-out or comparable consideration will be higher than the offer price in the near future. Furthermore Mr. Herbert Vogel, the CEO of itelligence AG, has in his capacity as shareholder irrevocably undertaken to accept the offer for all shares in itelligence AG held by him (approx. 2.03 percent).
In 2007 NTT DATA EUROPE GmbH & Co. KG already made a voluntary public takeover offer to the shareholders of itelligence AG. Today NTT DATA EUROPE GmbH & Co. KG owns a total of 81.28 percent and NTT Communications Corp., a sister company of NTT DATA CORPORATION, owns an additional 8.19 percent of the shares in itelligence AG. With the new acquisition offer, NTT DATA EUROPE GmbH & Co. KG aims to own at least 95 percent of the registered share capital and voting rights of itelligence AG upon completion of the offer which will be sufficient to carry out a squeeze-out according to the Stock Corporation Act (aktienrechtlicher Squeeze-out).
NTT DATA EUROPE GmbH & Co. KG and NTT DATA CORPORATION respect itelligence AG’s management independency and intend to maintain its business activities and to stay active in the existing business of the itelligence-Group. Both companies are aware of the chances provided by itelligence AG’s rich customer base consisting of mid-sized as well as large-sized enterprises and intend that itelligence AG expands its relationships with them. In addition, they recognize itelligence AG’s outstanding position in the global SAP markets and even intend to support its further growth. One of the pillars for itelligence AG’s success is the long lasting trustful partnership with SAP AG, consequently they aim to expand its successful business partnership and continue to be the globally leading partner to SAP AG in the midmarket.
NTT DATA EUROPE GmbH & Co. KG and NTT DATA CORPORATION are convinced that the employees are highly qualified and of exceptional importance for the entrepreneurial success of itelligence AG. Consequently, the goal is to keep all employees of itelligence AG. Both companies neither intend to terminate any of existing business or employment contracts nor to conduct major changes in the composition of the management board.
This new acquisition offer remains subject to the approval of the offer document by the BaFin.
About NTT DATA EUROPE GmbH & Co. KG
NTT DATA EUROPE GmbH & Co. KG is a wholly-owned subsidiary of NTT DATA CORPORATION, Tokyo/Japan, which is also the sole limited partner of NTT DATA EUROPE GmbH & Co. KG. It was established in 2007 and has its registered seat in Duesseldorf. Represented by Seiichi Hashimoto, a managing director, its business comprises inter alia the acquisition, holding and administration of capital participations, rendering of services to its affiliates against remuneration and sale of participations in other entities or their assets as well as all related actions and legal transactions. Currently it holds 81.28 percent of the share capital and the voting rights in itelligence AG.
About itelligence AG
itelligence AG with its registered office in Bielefeld, Germany was founded in 2000. Currently its shares are held by NTT DATA EUROPE GmbH & Co. KG (81.28 percent), NTT Communications Corporation (8.19 percent) and others (10.53 percent). Represented by Herbert Vogel CEO, itelligence AG's range of services includes SAP consultancy services, system integration and software development business as well as the license business and outsourcing and hosting services. It has 2,726 employees as of September 30, 2012.
Public Relations Department
NTT DATA CORPORATION
Phone: +81 3-5546-8051
Phone: +49 611 - 20 585 5-16
This announcement is neither an offer to purchase, nor a solicitation of an offer to sell, shares. The final conditions and further provisions regarding the offer will be communicated in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (BaFin). NTT DATA EUROPE GmbH & Co. KG reserves the right to change terms and conditions of the offer to the extent permissible under applicable law. Shareholders of itelligence AG are strongly advised to read the offer document as well as all other documents in connection with the offer as soon as these are published, since these will contain important information.