NTT Communications publishes offer document for the takeover of Integralis-Acceptance period begins
- BaFin gives permission for offer document
- Acceptance period runs from July 30, 2009 until September 11, 2009
- Offer price of EUR 6.75 per Integralis share
- Irrevocable undertakings already secured for approximately 43 percent of Integralis share capital1
NTT Communications Deutschland GmbH, a wholly-owned subsidiary of NTT Communications Corporation (NTT Com) and, indirectly, Nippon Telegraph and Telephone Corporation, today published the offer document for the voluntary public tender offer for all Integralis AG shares. As announced on June 30, 2009, NTT Communications Deutschland GmbH is offering EUR 6.75 per Integralis share as consideration in a cash takeover bid. From today, shareholders of Integralis AG may tender their shares to NTT Communications Deutschland GmbH for purchase. To do so, they must issue a written declaration to their respective custodian bank. The offer carries a premium of approximately 64 percent on the weighted average stock exchange price of the Integralis shares in Germany during the three months prior to the announcement of the decision to make the offer. The acceptance period starts today and will end at 12 midnight (CEST) on September 11, 2009. NTT Communications Deutschland GmbH expects the transaction to be concluded in September or following expiration of the additional acceptance period in October.
NTT Communications Deutschland GmbH already has irrevocable undertakings from major shareholders including, among others, the management board and supervisory board of Integralis AG to accept the takeover offer amounting to approximately 43 percent of the Integralis share capital1. The management board and supervisory board of Integralis generally support the offer and will issue their statements regarding the offer launched by NTT Communications Deutschland GmbH after having reviewed the offer document.
By taking over Integralis, NTT Com will expand its global IT service portfolio with a market-leading platform for IT security solutions and close an important demand gap for its corporate customers.
"The responses to our announcement of a partnership with Integralis were resoundingly positive," said Akira Arima, Senior Executive Vice President of NTT Com. "We are particularly delighted with the positive signals from the employees of both companies."
NTT Com intends to integrate Integralis into the NTT Com Group and to run Integralis accordingly as a legally independent company. NTT Com is interested in retaining the management and staff of Integralis and supporting the company in its future growth. Integralis is also likely to continue to operate under the same name in the future, with its bipartite management board of Georg Magg and Roger Friederich continuing to lead the company.
The offer document in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) was given permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). It is now available to view at http://www.nttcom.de.
The offer is conditional among other things on NTT Com acquiring at least 75 percent of the Integralis share capital1. It is also subject to other conditions, such as antitrust approval. Please refer to the offer document for all definitions, terms and conditions of the offer.
NTT Communications Deutschland GmbH intends to pay the consideration entirely from cash available with NTT Com.
About NTT Communications Corporation
NTT Com provides a broad range of global networks, management solutions and IT services to customers worldwide. The company is renowned for reliable, high-quality security, hosting, voice, data and IP services, as well as expertise in managed networks and leadership in IPv6 transit technology. Its extensive infrastructure includes Arcstar(TM) Global IP-VPN and Global e-VLAN, as well as a Tier-1 IP backbone reaching more than 150 countries in partnership with major Internet service providers, and secure data centers in Asia, North America and Europe. NTT Com is the wholly-owned subsidiary of Nippon Telegraph and Telephone Corporation, one of the world's largest telecoms with listings on the Tokyo and London stock exchanges as well as New York (in the form of American Depository Receipts). For the fiscal year ended March 31, 2009, NTT Communications Corporation reported revenues of JPY 1,127 billion (EUR 9.3 billion). The number of employees amounts to 8,350 people. For more information, please visit www.ntt.com/indexe.html.
1 Diluted Shares Basis, as defined in the Offer Document
This release is neither an offer to purchase nor a solicitation of an offer to sell Integralis shares or any other security. The offer document and the terms and conditions contained therein shall have sole relevance in respect of the offer. Investors and holders of shares in Integralis are advised to read the relevant documents regarding the tender offer to be published by NTT Communications Deutschland GmbH because they will contain important information. Investors and holders of shares in Integralis will be able to receive the offer document as well as other documents in connection with the offer from the website www.nttcom.de once these become available.
The information herein may contain "forward-looking statements" that may be identified by words such as "expects," "anticipates," "intends," "plans" "believes," "estimates" or words of similar meaning about the expected future business of NTT Communications Deutschland GmbH, Integralis AG or any other entity. These statements are based on the current expectations of the management of NTT Communications Corporation, NTT Communications Deutschland GmbH and Integralis AG and are inherently subject to uncertainties and changes in circumstances. NTT Communications Corporation, NTT Communications Deutschland GmbH and Integralis AG 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.
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 top quality 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 24/7 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 EUR 169 million in 2008. Further information on Integralis is available on the Internet at www.Integralis.com.