DGAP-News: NTT DATA EUROPE GmbH&Co. KG plans to acquire all outstanding shares of itelligence AG
(firmenpresse) - DGAP-News: NTT DATA EUROPE GmbH&Co. KG / Key word(s): Miscellaneous
NTT DATA EUROPE GmbH&Co. KG plans to acquire all outstanding shares
of itelligence AG
29.10.2012 / 07:30
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- 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- undÜbernahmegesetz, 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.
Media/IR Contact
NTT DATA:
Public Relations Department
NTT DATA CORPORATION
Phone: +81 3-5546-8051
cometis AG:
Patrick Ortner
cometis AG
Phone: +49 611 - 20 585 5-16
Mail: ortner(at)cometis.de
Important Information
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.
End of Corporate News
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29.10.2012 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Language: English
Company: NTT DATA EUROPE GmbH&Co. KG
Immermanstraße 51-53
40210 Düsseldorf
Germany
Phone: 0211 1609 3713
Fax: 0211 1609 371
End of News DGAP News-Service
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190471 29.10.2012
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Datum: 29.10.2012 - 07:30 Uhr
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News-ID 196945
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