Update on Intended Public Offer for Ordina by Sopra Steria

Rhea-AI Summary

Ordina and Sopra Steria jointly announced an update on their intended public offer for all ordinary shares in Ordina. This follows a prior announcement of a cash offer at EUR 5.75 per share. The companies are progressing well in preparing the Offer Memorandum, which is expected to be submitted to the Dutch Authority for the Financial Markets by the end of May 2023. They also seek clearance from the European Commission, with expectations to secure it in line with the Offer timetable. Furthermore, Sopra Steria confirmed it can fully fund the offer through its cash resources and an undrawn EUR 1.1 billion Revolving Credit Facility. The Offer is anticipated to close in the second half of 2023.

Positive

• Sopra Steria can fully fund the EUR 5.75 per share offer through available cash and credit facilities.
• The ongoing cooperation with the European Commission is expected to facilitate timely clearance for the transaction.

Negative

• None.

PARIS & NIEUWEGEIN, the Netherlands--(BUSINESS WIRE)-- Regulatory News:

Sopra Steria (Paris:SOP):

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 7, paragraph 1 sub a 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.

Reference is made to the joint press release issued by Sopra Steria 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 ex dividend¹ (the "Offer Price").

Pursuant to the provisions of Section 7, paragraph 1 sub a of the Decree, which requires a public announcement, including a status update, on an intended public offer within four weeks after the offer is announced, Sopra Steria and Ordina hereby provide this joint update on the Offer.

Sopra Steria and Ordina confirm that they are making good progress on the preparations for the Offer. A request for review and approval of the Offer Memorandum will be filed with the AFM no later than in the second half of May 2023.

Sopra Steria and Ordina confirm that the process to prepare the filing to be made with the European Commission is ongoing. Sopra Steria and Ordina are closely co-operating in respect of obtaining the clearance and currently expect that clearance will be secured within the timetable of the Offer. Furthermore, Sopra Steria and Ordina are closely co-operating to assess whether any foreign direct investment or similar clearances are required in the context of the contemplated transaction. Further announcements in this respect will be made if and when appropriate.

In compliance with the Dutch Works Councils Act, Ordina’s works council in the Netherlands has been requested to render its advice on the intended decision of Ordina’s management board to support the transaction and recommend the Offer.

Further to the joint press release issued by Sopra Steria and Ordina on 21 March 2023, Sopra Steria confirms that it is able to fund the aggregate consideration of the Offer fully through its available cash resources and its existing credit lines. The credit lines include a EUR 1.1 billion Revolving Credit Facility which is undrawn as of the date of this press release (which facility is subject to customary conditions).

As communicated in the joint press release dated 21 March 2023, Sopra Steria and Ordina 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 On 20 April 2023, Ordina will pay a dividend of 39.5 eurocent per Share, in accordance with the announcement made by Ordina on 16 February 2023 and as resolved by Ordina's general meeting on 6 April 2023; any other dividends or distributions will be deducted from the Offer Price.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230417005620/en/

For more information:

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

Source: Sopra Steria

FAQ

What is the offer price for Ordina shares by Sopra Steria?

Sopra Steria has proposed an offer price of EUR 5.75 per share for Ordina.

When is the Offer Memorandum expected to be submitted?

The Offer Memorandum is expected to be submitted to the Dutch Authority for the Financial Markets by the end of May 2023.

What are the funding sources for Sopra Steria's offer for Ordina?

Sopra Steria plans to fund the acquisition fully through its available cash resources and an undrawn EUR 1.1 billion Revolving Credit Facility.

When is the Sopra Steria offer for Ordina expected to close?

The offer is anticipated to close in the second half of 2023.

What regulatory approvals are required for the Sopra Steria offer?

The offer requires the clearance from the Dutch Authority for the Financial Markets and the European Commission.