TOYKO and BIELEFELD, Germany, November 13 /PRNewswire/ --
- Approval by German Federal Financial Supervisory Authority (BaFin) Obtained
- Offer Price of 6.20 Euro per itelligence Share Represents a Very Attractive Premium
- Acceptance Period Ends on 13 December 2007
- itelligence Partner SAP Supports the Partnership
NTT DATA EUROPE GmbH & Co. KG, a wholly-owned subsidiary of Japanese IT company NTT DATA CORPORATION, today officially published the offer document for the friendly public takeover offer for all shares in itelligence AG, a leading international full-service provider for solutions in the SAP environment, headquartered in Bielefeld/Germany. As already announced on 23 October 2007, NTT DATA EUROPE is offering to pay 6.20 Euro per itelligence share in a cash takeover offer. The Management and Supervisory Boards of itelligence intend to recommend to the shareholders of itelligence to accept the offer subject to review of the final offer document and applicable laws.
The offer price represents a very attractive premium of 44.9 percent above the weighted average domestic stock exchange price during the three months prior to the publication of the decision to make an offer of 4.28 Euro, determined by BaFin as at 22 October 2007 and published on its website at http://www.bafin.de/database/mindestpreis.
The acceptance period starts today and ends at midnight CET on 13 December 2007. NTT DATA EUROPE anticipates the closing of the transaction to take place in early January 2008.
NTT DATA, NTT DATA EUROPE and itelligence had signed a business combination agreement on 23 October 2007. In accordance with the agreement, on the same day NTT DATA EUROPE also announced its decision to launch a public takeover offer for all outstanding itelligence shares. The transaction is part of NTT DATA's expansion of its global IT service capabilities.
"The feedback on our announcement to partner with itelligence was very positive," says Takashi Enomoto, Executive Vice President at NTT DATA. "Market observers and analysts recognize the great benefits of the deal. We are especially happy, however, about the positive signals we have received from the employees of both companies."
The transaction also has the backing from itelligence's important business partner SAP AG. "SAP welcomes the decision by itelligence and NTT DATA to join forces. Both companies complement each other very well," explains Erwin Gunst, EMEA President of SAP, who is also a member of the Supervisory Board of itelligence.
NTT DATA intends to keep itelligence as a separately listed company and to retain management and employees, while supporting the company in its future growth. A domination or any other enterprise agreement were explicitly ruled out in the business combination agreement for the next four years. There shall be no workforce reductions resulting from the transaction. itelligence shall keep its current name and domicile. CEO Herbert Vogel intends to keep his position for at least the period of time of his appointment as member of the Management Board and Chief Executive Officer that lasts until 2011.
The publication of the offer document in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) was approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and is now available on http://www.nttdataeurope.com. Copies of the offer document are also available free of charge for itelligence shareholders at the financial printer PR Donnelley in Frankfurt and New York.
The offer is in particular subject to the condition that NTT DATA EUROPE is able to acquire at least 50 percent plus one share on a fully diluted basis in order to fully consolidate itelligence, as well as other usual conditions such as merger control clearance.
NTT DATA EUROPE will finance the transaction fully with cash at hand.
Nomura and Rothschild are acting as financial advisers to NTT DATA in this transaction.
About NTT DATA CORPORATION
NTT DATA CORPORATION is a quoted subsidiary of Nippon Telegraph and Telephone Corporation. It offers a broad range of IT services including consulting, systems integration and IT outsourcing. NTT DATA posted total revenues of approx. JPY 1 trillion (Euro 7.0 billion)1 for the year ended March 31, 2007, and has more than 22,600 employees. Since 2005, NTT DATA has taken various steps to develop the international business, including the acquisition of the Revere Group in the US and the Shenzen East Net Co., Ltd. in China. For more information visit the NTT DATA website: http://www.nttdata.com.
About itelligence AG
itelligence AG is one of the leading international full-service providers for solutions in the SAP environment. The company offers its customers a tailored solution and service portfolio for the entire lifecycle of an IT investment. The company employs more than 1,200 highly qualified people in 15 countries. In 2006, itelligence generated total sales of Euro 163.8 million. For more information visit the itelligence website: http://www.itelligence.de.
This is neither an offer to purchase nor a solicitation of an offer to sell shares in itelligence AG, nor an offer to purchase or sell any other securities. The terms and conditions of the offer are being published in the offer document as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Investors and holders of shares in itelligence AG are strongly advised to read the relevant documents regarding the takeover offer published by NTT DATA EUROPE GmbH & Co. KG because they contain important information. Investors and holders of shares in itelligence AG may receive these documents at the web site http://www.nttdataeurope.com.
The information herein may contain "forward-looking statements". Forward-looking statements may be identified, in particular, by words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "will" or words of similar meaning and include, but are not limited to, statements about the expected future business of NTT DATA CORPORATION, NTT DATA EUROPE GmbH & Co. KG, itelligence AG or any other entities. These statements are based on the current expectations of the management of NTT
DATA CORPORATION and NTT DATA EUROPE GmbH & Co. KG and are inherently subject to uncertainties and changes in circumstances. NTT DATA CORPORATION and NTT DATA EUROPE GmbH & Co. KG do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.
- Based on the average exchange rate of approx. 150 JPY/EUR for the period from April 1st, 2006 to March 31st, 2007 (source: http://www.oanda.com/convert/fxhistory).
NTT DATA: Media contact NTT DATA: Sara-Lisa Cavallaro Hering Schuppener Consulting Tel: +49-69-921874-68 itelligence: Silvia Dicke Head of Media Relations Tel: +49-521-9144-8107
NTT Data: Sara-Lisa Cavallaro, Hering Schuppener Consulting, Tel: +49-69-921874-68; itelligence: Silvia Dicke, Head of Media Relations, Tel: +49-521-9144-8107