Integralis AG and NTT Communications agree upon comprehensive partnership and takeover by NTT Communications
Integralis AG / Strategic corporate decision
NTT Com will be making a voluntary public offer to the shareholders of Integralis for all of the outstanding Integralis shares at a price of EUR 6.75 in cash per share. On the basis of 10,993,032 Integralis shares outstanding, this offer would represent an equity value of approximately EUR 75 million. NTT Com has informed Integralis that it has already secured irrevocable undertakings representing approximately 30 per cent of Integralis' voting rights, including from all members of the management and the supervisory boards of Integralis.
The offer document will be published upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin), most likely at the end of July/the beginning of August 2009. The offer will be subject to several conditions which include, amongst others, that a minimum acceptance threshold of 75 per cent is reached (excluding the treasury shares of Integralis) and that regulatory approvals are received. NTT Com anticipates completing the transaction by end of September 2009.
On successful completion of the voluntary public offer, NTT Com and Integralis will without delay implement the integration process of Integralis into the NTT Com group.
About NTT Security (Germany) GmbH
As a leading international IT security solutions provider, Integralis offers its customers expert consulting and tailored services to protect their critical business processes. The Integralis product portfolio is based on leading-edge technologies and strategic partnerships oriented to planning, implementing and operating overarching information security architectures. Backed by topquality skills and experience, the Integralis consulting team supports customers' IT security projects by offering structured methodical and technical consulting and implementation services. Integralis services provide 7/24 multilingual support for the day-to-day operation of customers' security systems around the world. Services comprise the telephone hotline, remote monitoring and administration as well as on-site support. Under the Integralis name, a global network of branches serves a large number of blue-chip companies and public authorities as well as many national and international businesses. Integralis is listed in Deutsche Börse AG's Prime Standard. With 511 employees, Integralis realized revenues of Euro 169 million in 2008. Further information on Integralis is available on the Internet at www.Integralis.com.