DGAP-News: NTT DATA EUROPE GmbH&Co. KG publishes acquisition offer for shares of itelligence AG
(firmenpresse) - DGAP-News: NTT DATA EUROPE GmbH&Co. KG / Key word(s): Miscellaneous
NTT DATA EUROPE GmbH&Co. KG publishes acquisition offer for shares
of itelligence AG
16.11.2012 / 09:09
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- Offer price of 10.80 Euro per itelligence share
- Offer period runs from November 16 to December 14, 24 hrs (CET)
- Ultimate goal is a squeeze-out according to the Stock Corporation Act
- Offer document approved by BaFin
Duesseldorf, November 16, 2012 - NTT DATA EUROPE GmbH&Co. KG, a
wholly-owned subsidiary of Japanese IT company NTT DATA CORPORATION, has
published today the offer document for the voluntary public acquisition
offer to the shareholders of itelligence AG. The company offers a cash
consideration of 10.80 Euro per itelligence share. The offer price includes
a premium of approx. 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, all shareholders who accept the offer is granted 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).
Shareholders of itelligence AG can accept the offer as of now and tender
their shares until December 14, 2012, 24.00 hrs (Central European Time).
Further information on the offer and its acceptance is available in the
offer document which has been approved by the Federal Financial Supervisory
Authority (BaFin) pursuant to Securities Acquisition and Takeover Act. It
is made available for download in the internet at
www.nttdata-itelligence-erwerbsangebot.de.
NTT DATA EUROPE GmbH&Co. KG already owns a total of 81.47 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).
As NTT DATA EUROPE GmbH&Co. KG and NTT DATA CORPORATION have been
announcing from the initial stage, they coherently respect itelligence AG's
management independency and intend to maintain its business activities. It
is intended that itelligence AG expands its relationships with mid-sized as
well as large-sized enterprises and that itelligence's further growth will
be supported. NTT DATA EUROPE GmbH&Co. KG's and NTT DATA CORPORATION's
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 changes in the composition of the management board.
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 81.47 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
(81.47 percent), NTT Communications Corporation (8.19 percent) and 10.34
percent by free float. 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 had 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. 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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16.11.2012 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
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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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