Conditional agreement reached on recommended all-cash public offer for all shares in Ordina at an Offer Price of EUR 5.75 ex-the proposed dividend1 per share

The Offer Price represents a premium of 36% over the closing price on 14 March 2023 and a premium of 43% to the last three months daily volume-weighted average price per share

The combination creates a partner of choice in the BeNeLux IT consulting industry, accelerating the transformation towards a digital business partner

The Offeror will support the continued growth of the combination in BeNeLux

This acquisition would contribute to Sopra Steria’s balanced European expansion by developing its presence in geographical areas considered as strategic for Sopra Steria

Ordina’s CEO Jo Maes will be responsible for the combined BeNeLux region

Post-settlement, establishment of an integration committee in BeLux led by Ordina’s CEO and supported by Michel Lorgeré, the current CEO for Sopra Steria BeNeLux, to assure successful integration

Ordina’s two largest shareholders, Teslin Participaties Cooperatief U.A. (“Teslin”) and Mont Cervin S.à r.l. (“Mont Cervin”), together holding approx. 26% of the Shares, have irrevocably agreed to tender their shares to the Offer; in addition, the Company’s CEO and CFO have also irrevocably agreed to tender their shares

The transaction and its complementarities would result in an earnings per share2 accretion of +1.2% in the first year (2024) and +3.7% in the second year (2025) for Sopra Steria

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

Sopra Steria (Paris:SOP):

This is a joint press release by Ordina N.V. (“Ordina” or the “Company”) and Sopra Steria Group SA (“Sopra Steria” or the “Offeror”) pursuant to the provisions of section 4, paragraphs 1 and 3 and, section 5, paragraph 1 and section 7, paragraph 4 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” and, together with the Asset Sale (as defined below) followed by either (i) the Liquidation (as defined below) or (ii) the Issuance and Repurchase and the Note Distribution (as defined below), the “Transaction”). The information in this announcement is not intended to be complete. This public announcement is for information purposes only and 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 (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, in any jurisdiction in which such release, publication or distribution would be unlawful.

Sopra Steria, a European leader in the field of technology, renowned for its consulting, digital services and software development and Ordina, the digital business partner that harnesses technology and market know-how to give its clients an edge, are pleased to jointly announce that they have reached a conditional agreement (the “Merger Protocol”) on a recommended public offer to be made by Sopra Steria for all of the issued and outstanding ordinary shares in the capital of Ordina (each a “Share”) for EUR 5.75 in cash per Share (the “Offer”). This represents a total consideration of approximately EUR 518 million. Sopra Steria has fully committed financing with existing cash and credit facilities.

European expansion through a balanced geographical portfolio, with a reinforced position in digital sovereignty and trust

The combined operations, comprising Sopra Steria’s existing business in the BeNeLux, its recent acquisition Tobania (finalised in March 2023), and Ordina will create a partner of choice in digital services in the region with a pro forma revenue of €700 million and more than 4,000 employees spread almost equally between the Netherlands and Belgium. In Luxembourg, the combination would reach a strategic size of 300 employees.

Sopra Steria and Ordina believe that combining the BeNeLux businesses is highly attractive and will accelerate their strategies. Both parties believe that the combination will have an overall improved position in the BeNeLux and will provide significant strategic benefits, including:

Strong strategic fit benefitting the combination in becoming the digital business partner for our clients;

Excellent cultural alignment through shared focus on local proximity and entrepreneurship;

Highly complementary geographical footprint and positioning across sectors, with opportunities to mutually expand the combination’s joint business;

Improved positioning to capture the significant growth opportunities in the market, among others through scale advantages;

Increased possibilities for knowledge sharing, strengthening capabilities and talent development; and

Enhanced career opportunities for employees, as they will be part of a larger company.

The combination will be focused on capturing the significant growth potential in the BeNeLux digital services market estimated at approx. €31 billion in 2022 for 28 million inhabitants, with approx. 8% growth per year for the next 3 years3. By way of comparison, the French market stands at €44 billion per year for 68 million inhabitants.

The size of the market, the weight of public sector and financial services clients and the presence of European institutions make this geographical region a strategic development area for Sopra Steria. In particular, the acquisition of Ordina would significantly strengthen the public sector and financial services segments, where Ordina generates 42% and 26% of its revenues respectively.

Sopra Steria has an objective to expand its activities in Europe to develop its market share in geographical areas where there is significant growth potential. Strategic size in certain countries will help to strengthen the strategic nature of the relationship with targeted clients and the ability to recruit the required talents by building a strong employer brand. Strengthening Sopra Steria’s presence in the BeNeLux would meet this dual objective. It would also support Sopra Steria’s European ambition with a credible positioning in the field of digital sovereignty and trust.

The proposed acquisition would also contribute to balancing Sopra Steria’s geographical portfolio. On a pro forma basis, Sopra Steria’s revenue including Ordina would be distributed as follows: 39% in France, 15% in the United Kingdom, 11% in BeNeLux, 8% in Scandinavia, 7% in Germany, 8% in the rest of Europe and 12% in software.

A value-creating and immediately accretive transaction

The combination of the two entities will drive significant complementarities from both a commercial and operational perspective.

In the strategic public, defence & security, financial services and transportation sectors, the combination will provide access to a larger and more significant business potential. Ordina’s client base could also benefit from Sopra Steria’s end-to-end capabilities, in particular its hybrid cloud & technology services, cybersecurity and Sopra Banking Software solutions. Clients will also have access to Sopra Steria’s delivery facilities and its nearshore and offshore capabilities. The combination of the two organizations is also expected to strengthen hiring capability and operational efficiency.

Operational complementarities are estimated at €10 million on an annual basis (run-rate after 2 years).

Sopra Steria expects an accretive impact on earnings per share from the first year (+1.2% in 2024). In 2025, Sopra Steria expects an accretive impact of +3.7% on earnings per share.

The transaction will be financed by existing cash and credit facilities. Following completion of the transaction pro forma leverage of Sopra Steria would be approximately 1.5×4 EBITDA by the end of 2023.

Johan van Hall, Chairman of the Supervisory Board of Ordina: “Following a thorough process, we have carefully evaluated the interest Sopra Steria has expressed in Ordina and we concluded that Ordina and all its stakeholders, including the shareholders, would benefit from the offer. The offer reflects a compelling and immediate value for our shareholders, which is underlined by the irrevocable commitments Sopra Steria has received from certain larger shareholders. Sopra Steria fully understands our strategy that fits perfectly with our combined vision. The Supervisory Board therefore unanimously supports the transaction and recommends the offer by Sopra Steria, which we believe will promote the sustainable success of Ordina.”

Jo Maes, CEO of Ordina: “Today’s announcement marks an important step for Ordina. As we are making great progress on our way to become a digital business partner for our clients, we believe that combining forces with Sopra Steria will enable us to accelerate this strategy. Combining our current operations in the BeNeLux with those of Sopra Steria and the recently acquired Tobania will allow to fully benefit from the reach, scale and resources of our combined businesses. I look forward to work closely with Michel Lorgeré as my deputy CEO. As such, this transaction will enable us to take a leap forward, also bringing along enhanced career opportunities for our employees. We shall continue to foster our culture of excellence, where qualified employees are offered attractive opportunities. With an integration committee of representatives from all three companies we will ensure a swift integration to capitalize on the strengths of the entire organization and further pursue the transformation of the combined entity into a digital business partner of choice.”

Pierre Pasquier, Chairman Sopra Steria: “Sopra Steria’s strategy is anchored on a Europe-wide independent corporate plan underpinned by expansion through organic and acquisition-led growth. Its goal is to generate substantial added value by leveraging a comprehensive range of end-to-end solutions and its combination of technology and sector-specific expertise. The proposed acquisition of Ordina would be an acceleration of our strategy. It would materialize our ambition of building a European player with a balanced geographical portfolio. The combination would also reinforce our business in strategic sectors such as public, defence & security, financial services and transport. That will help to confirm Sopra Steria’s robust positioning in digital sovereignty and trust for its European clients.”

Cyril Malargé, CEO Sopra Steria: “I am enthusiastic about the proposed acquisition of Ordina. The benefits it will have for all stakeholders of both companies is tangible. The improved positioning that will result from the combination will help us to capture the significant growth opportunities in the BeNeLux market and contribute to the continued development of Sopra Steria in Europe. The combination of the offers will create greater value to customers. From a culture perspective, we share with Ordina the same entrepreneurial spirit, values, and focus on local proximity with clients. We aim to foster a seamless fit between the employees of both companies and talents and leaders from Sopra Steria, Tobania and Ordina will have key roles to play in making this combination a success. I look forward to working closely with Jo Maes and all of the teams to take this new combination to the next level.”

Offer highlights

The transaction will be financed by existing cash and credit facilities

The draft offer memorandum will be submitted to the AFM in Q2 2023

The Offer is subject to certain customary conditions and is expected to complete in Q4 2023

Sopra Steria intends to delist Ordina from Euronext Amsterdam as soon as practicable following the settlement of the Offer

Offer Price

Conditional agreement has been reached at an Offer Price of EUR 5.75 ex-the proposed dividend per Share5

The Offer Price ex-the proposed dividend represents the following premia:

36% over closing price on 14 March 2023

43% to the last three months daily volume-weighted average price per Share

46% to the last six months daily volume-weighted average price per Share

Full and unanimous support and recommendation by the Ordina Boards

Consistent with their fiduciary responsibilities, Ordina’s management board (the “Management Board”) and supervisory board (the “Supervisory Board”, and together with the Management Board, the “Boards”) have discussed and carefully reviewed the Offer and the related actions as contemplated by the Transaction, with the assistance of their financial and legal advisors, and carefully considered all alternatives available to them. The Boards have followed a thorough and careful process in which they have frequently discussed the developments. Having taken the interests of all stakeholders into account, the Ordina Boards concluded that the Transaction is in the long-term interests of Ordina, the sustainable success of its business and clients, employees, shareholders and other stakeholders.

The Ordina Boards unanimously support the Transaction and recommend Ordina’s shareholders to tender their shares to the Offer, if and when made. The Boards recommend that shareholders of Ordina vote in favour of the resolutions relating to the Offer at the Extraordinary General Meeting of Shareholders, to be held during the offer period (the “EGM”). The support and recommendation of the Boards, and the obligations of Ordina in relation thereto, are subject to the terms and conditions of the Merger Protocol.

Fairness Opinions

The Ordina Boards have obtained a written opinion dated March 21 2023 of AXECO Corporate Finance B.V. (“AXECO”), and the Ordina Supervisory Board has received a written opinion from ABN AMRO Bank N.V. (“ABN AMRO”), each to the effect that, as of such date and subject to the qualifications and assumptions included in the respective opinion, the Offer Price is fair, from a financial point of view, to the holders of the Shares, and the purchase price for the entire Ordina’s business is fair, from a financial point of view to the Company. The full text of the fairness opinions, each of which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion, will be included in Ordina’s position statement. The opinions of AXECO and ABN AMRO have been given solely to the Management Board of Ordina and to the Supervisory Board of Ordina, and not to the holders of Shares. The opinions do not make any recommendation to the holders of Shares as to whether they should tender their Shares under the Offer (if and when made) or how they should vote or act with respect to the proposed resolutions at the EGM or any other matter.

Irrevocable undertakings

The Offer is supported by Ordina’s two largest shareholders, as well as the individual members of each of the Boards, together representing approximately 27% of the Shares. Each has irrevocably committed to Sopra Steria to support the Offer, vote in favor of the resolutions contemplated by the Merger Protocol and tender its shareholding in the Offer. In accordance with the applicable public offer rules, any information shared with these major shareholders about the Offer shall, if not published prior to the offer memorandum being made generally available, be included in the offer memorandum in respect of the Offer (if and when issued) and these shareholders will tender their Shares on the same terms and conditions as the other shareholders.

Fully committed financing in place

The Offer values Ordina at approximately EUR 518 million. The Offeror has funds readily available to finance the Offer through available cash resources and existing credit lines and will comply with all its financial obligations (subject to customary conditions).

Other highlights of the agreement

Ordina and Sopra Steria have agreed to certain non-financial covenants in respect of, amongst others, strategy, structure and governance, employees and minority shareholders for a duration of 2.5 years after settlement of the Offer (the “Non-Financial Covenants” – please see details in Appendix).

Commencement and offer conditions

The commencement of the Offer is subject to the satisfaction or waiver of commencement conditions customary for a transaction of this kind, being:

the AFM having approved the Offer Memorandum;

no material breach of the Merger Protocol having occurred that has not been timely remedied;

no material adverse effect having occurred that is continuing

no notification having been received from the AFM stating that pursuant to Section 5:80 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) investment firms (beleggingsondernemingen) would not be allowed to cooperate with the settlement;

compliance with the co-determination procedures pursuant to the Dutch Works Council Act (Wet op de ondernemingsraden) with respect to the Dutch works council of Ordina;

the Boards not having revoked or altered their recommendation of the Offer;

no termination of the Merger Protocol;

no order, stay, judgment or decree having been issued by any court, arbitral tribunal, government, governmental authority or other regulatory or administrative authority and being in effect, or any statute, rule, regulation, governmental order or injunction having been enacted, enforced or deemed applicable to the Offer, any of which restrains or prohibits the Offer or the Transaction in any material respect; and

trading in Shares on Euronext not having been suspended or ended as a result of a listing measure (noteringsmaatregel) taken by Euronext Amsterdam in accordance with Article 6901/2 or any other relevant provision of the Euronext Rulebook I (Harmonised Rules).

If and when made, the consummation of the Offer will be subject to the satisfaction or waiver of offer conditions customary for a transaction of this kind, being:

minimum acceptance level of at least 95% of the Shares, which will be reduced to 80% if the general meeting of the Company adopts the resolutions in connection with the Asset Sale followed by either (i) the Liquidation or (ii) the Issuance and Repurchase and the Note Distribution (as defined below) at the EGM, which condition may be waived by the Offeror provided that the Offeror may only waive this condition together with the Company if less than 75% of all Shares is tendered;

the Competition Clearances (as defined below) and Regulatory Clearances (as defined below) having been obtained;

no notification having been received from the AFM stating that pursuant to Section 5:80 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) investment firms (beleggingsondernemingen) would not be allowed to cooperate with the settlement;

no material breach of the Merger Protocol having occurred that has not been timely remedied;

the general meeting of Ordina having adopted all resolutions required in connection with the Transaction, including but not limited to (i) the appointment of the new Board members as per settlement of the Offer, (ii) the post-closing restructuring measure and (iii) certain amendments to Ordina’s articles of association after settlement of the Offer or delisting of Ordina;

no material adverse effect having occurred;

the Boards not having revoked or altered their recommendation of the Offer;

no order, stay, judgment or decree having been issued by any court, arbitral tribunal, government, governmental authority or other regulatory or administrative authority and being in effect, or any statute, rule, regulation, governmental order or injunction having been enacted, enforced or deemed applicable to the Offer, any of which restrains or prohibits the Offer or the Transaction in any material respect; and

trading in Shares on Euronext not having been suspended or ended as a result of a listing measure (noteringsmaatregel) taken by Euronext Amsterdam in accordance with Article 6901/2 or any other relevant provision of the Euronext Rulebook I (Harmonised Rules).

Acquisition of 100%

The Offeror and the Company believe that it is desirable that the Offeror acquires full ownership of the Company and its business and achieving a delisting to sustainably pursue Ordina’s long-term business strategy. This belief is based, inter alia, on:

the fact that having a single shareholder and operating without a public listing increases the Company’s ability to achieve the goals and implement the actions of its strategy and reduces the Company’s costs;

the ability to implement and focus on achieving long-term strategic goals of the Company, as opposed to short-term performance driven by quarterly reporting;

as part of long-term strategic objectives the ability to focus on pursuing and supporting (by providing access to equity and debt capital) continued buy-and-build acquisition opportunities as and when they arise;

the ability of the Company and the Offeror to terminate the listing of the Shares from Euronext Amsterdam, and all resulting cost savings therefrom; and

the ability to achieve an efficient capital structure (both from a tax and financing perspective), which would, among other things, facilitate the Transaction, intercompany and dividend distributions.

The Offeror and Ordina will seek to procure the delisting of the Shares from Euronext Amsterdam, as soon as possible.

If, after the post-acceptance period of the Offer (the “Post-Acceptance Period”) (if elected by the Offeror), the Offeror holds at least 80%, but less than 95% of the Shares, the Offeror may determine to implement an asset sale transaction pursuant to which the Company will sell and transfer all of its assets and liabilities to the Offeror at the same price and for the same consideration as the Offer (the “Asset Sale”) whereby an amount equal to the value attributable to the Offeror’s shareholding will be paid through a loan note (the “Offeror Note”), followed by the dissolution and liquidation of the Company (the “Liquidation”). As soon as possible after commencement of the Liquidation, an advance liquidation distribution will be made to the shareholders of the Company consisting of a payment per Share equal to the Offer Price, subject to any applicable tax, including any Dutch dividend withholding tax.

If, after the Post-Acceptance Period (if elected by the Offeror), the Offeror has acquired at least 95% of the Shares, the Offeror will commence statutory squeeze-out proceedings (the “Squeeze-Out Proceedings”) to obtain 100% of the Shares, provided that the Offeror may choose to implement the Asset Sale prior to commencing the Squeeze-Out Proceedings. At the request of the Offeror, the Company will then be converted into a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and its articles of association will be amended to, inter alia, provide for a new class of shares (the “B Shares”) and subsequently, the Company will issue a number of B Shares to the Offeror equal to the number of Shares held by the Offeror at the time of such issuance, and exclude pre-emptive rights in that respect, against the transfer by the Offeror to the Company of the Shares held by it (the “Issuance and Repurchase”). The Company will subsequently make a distribution equal to the Offeror Note on the B Shares to the Offeror (the “Note Distribution”). As part of the Squeeze-Out Proceedings the remaining minority shareholders in the Company will be offered the Offer Price for their Shares unless there would be financial, business or other developments or circumstances that would justify a different price in accordance with, respectively, section 2:92a, paragraph 5, section 2:201a, paragraph 5 or section 2:359c, paragraph 6 of the DCC.

Contacts

Sopra Steria:

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

Ordina:

Investor Relations

Anneke Hoijtink

anneke.hoijtink@ordina.nl
+31 615396873

Media relations
Uneke Dekkers, CFF Communications

Uneke.dekkers@cffcomunications.nl
+31 650261626

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