Paris, France and Nieuwegein, the Netherlands, 29 September 2023 – Sopra Steria and Ordina are pleased to announce that, considering all Offer Conditions have been satisfied, the Offeror declares the Offer unconditional (doet gestand). Settlement of the Offer will take place on 4 October 2023, on which date the Offer Price of EUR 5.75 (cum dividend) per Tendered Share will be paid. Shareholders who have not yet tendered their Shares may tender their Shares during the Post-Acceptance Period ending on 13 October 2023 at 17:40 hours CET. Ordina will be fully consolidated into Sopra Steria accounts from October 2023.
Tender results and Offer declared unconditional
During the Offer Period, which ended on 26 September 2023 at 17:40 hours CET, 83,471,252 Shares have been tendered under the Offer, representing approximately 92.73% of the Outstanding Capital and an aggregate value of EUR 479,959,699 million.
As a result of the adoption of the Asset Sale and Liquidation Resolutions at the extraordinary general meeting of Ordina on 6 September 2023, under the terms and subject to the conditions of the Offer, the Acceptance Threshold was lowered from 95% to 80% of the Outstanding Capital. Accordingly, considering that all Offer Conditions have now been satisfied, Sopra Steria declares the Offer unconditional (doet gestand). The Offeror accepts all Shares that have been validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and not validly withdrawn pursuant to the terms of the Offer in accordance with section 5.3 of the Offer Memorandum. The Offeror has the right (but not the obligation) to accept any tender of Shares pursuant to the Offer, even if such tender has not been made in compliance with the terms and conditions of the Offer.
Further information
Digital copies of the Offer Memorandum and Position Statement are available on the website of Ordina (www.ordina.com) and a digital copy of the Offer Memorandum is available on the website of Sopra Steria (www.soprasteria.com). Such websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Copies of the Offer Memorandum and the Position Statement are also available free of charge at the offices of Ordina and the Settlement Agent, at the addresses mentioned in the PDF document.