Joint Opinion of the Management Board and the Supervisory Board in respect of the Voluntary Public Acquisition Offer by NTT DATA EUROPE
- The Management Board and the Supervisory Board consider the offer price for itelligence shares to be fair
- The Management Board and the Supervisory Board welcome the intentions of NTT DATA EUROPE as viewed from the perspective of the Company and its employees
- The Management Board and the Supervisory Board recommend that the itelligence shareholders accept the acquisition offer
The Management Board and the Supervisory Board of itelligence AG today published their reasoned Joint Opinion pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz / WpÜG) in respect of the voluntary public acquisition offer made by NTT DATA EUROPE GmbH & Co. KG (NTT DATA EUROPE), a wholly owned subsidiary of the Japanese IT group NTT DATA Corporation, which was published on 16 November 2012.
In their Opinion, the Management Board and the Supervisory Board of itelligence AG conclude that the offer price in the amount of EUR 10.80 per itelligence share is, having regard to the overall circumstances relating to the offer, fair from a financial perspective. The fairness opinion of the audit firm Warth & Klein Grant Thornton AG commissioned by the Management Board confirms this evaluation. The Management Board and the Supervisory Board are of the view that the interests of the itelligence shareholders who accept the acquisition offer will be protected by NTT DATA EUROPE's undertaking to adjust the offer price if and to the extent that an amount greater than the offer price is determined as appropriate amount of compensation in the event of a squeeze-out or the conclusion of domination or profit transfer agreement.
The Management Board of itelligence AG comments as follows: "We welcome the offer made by NTT DATA EUROPE and hope that we will as a result be able to further strengthen the strategic collaboration which has been so successful in recent years. We will work together with NTT DATA to continue our successful expansion, particularly in Asia but also in numerous other international markets. itelligence will also continue to play a major role in the Solution Company established by NTT DATA Corporation and itelligence AG in January 2012. The Solution Company creates the largest global SAP reseller and one of the largest solutions-based SAP service providers."
The Management Board and the Supervisory Board welcome the intention of NTT DATA EUROPE and NTT DATA CORPORATION to also continue to operate itelligence AG in the future as an independent company under the current company name at the current seat of the Company. The Management Board and the Supervisory Board furthermore welcome the bidder's wish to retain the employees of the Company and not to shut down any of the Company's sites. The same applies to NTT DATA EUROPE's assurances that it intends to maintain continuity in respect of the composition of the Management Board and the Supervisory Board.
NTT DATA EUROPE's announced intention to integrate itelligence AG within the global corporate strategy of NTT DATA Corporation to a greater extent than has been the case to date is, in the view of the Management Board and the Supervisory Board, a wise move from which itelligence AG is set to benefit, particularly in the Asian growth market.
The Management Board and the Supervisory Board are of the opinion that the acquisition offer is in the interests of the Company, the itelligence shareholders and the employees of the Company. The Management Board and the Supervisory Board therefore endorse the offer, and recommend that the itelligence shareholders accept the offer.
The comprehensive Joint Opinion of the Management Board and the Supervisory Board of itelligence AG issued pursuant to Section 27 of the WpÜG has, as of today's date, been published on the Investor Relations page of the Company's website at: www.itelligence.ag, where it is available for downloading.
itelligence AG wishes to emphasize that each individual shareholder must come to his/her own decision as to whether to accept or to decline the acquisition offer, having regard to the overall circumstances and his/her personal evaluation of possible developments in the future in respect of the Company and the share price and the value of the itelligence shares.
itelligence AG wishes to expressly point out that the statements contained in this press release do not constitute explanations of or supplementary statements to those contained in the Joint Opinion issued pursuant to Section 27 of the WpÜG. It is recommended that the shareholders read the Joint Opinion of the Management Board and the Supervisory Board in its entirety. As regards the offer itself, it is solely the offer document submitted by the bidder, NTT DATA EUROPE, which is definitive.
itelligence is one of the leading international full-service providers of solutions in support of SAP solutions, employing more than 2,700 highly qualified employees in 21 countries and in five regions (America, Asia, Western Europe, Eastern Europe and Germany/Austria/Switzerland). As a frequently awarded SAP partner, among others global value-added reseller, SAP Certified in Cloud Services and SAP Gold Partner Business ByDesign, itelligence realizes complex projects in the SAP solution-based environment for over 4,000 customers worldwide. In 2006, itelligence obtained gold-level status as an SAP channel partner as part of the SAP PartnerEdge program in Germany, and in the U.S. in 2007. The company's services in support of SAP solutions range from consulting and licensing to outsourcing and services to proprietary industry-specific SAP. In 2011, itelligence generated total sales of EUR 342.4 million. itelligence is "Top Consultant" 2012.