DGAP-News: itelligence AG / Key word(s): Statement/Mergers &
Acquisitions
itelligence AG: Joint Opinion of the Management Board and the
Supervisory Board in respect of the Voluntary Public Acquisition Offer
by NTT DATA EUROPE
27.11.2012 / 09:15
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itelligence AG: 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
Bielefeld, November 27, 2012 - 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 Ãbernahmegesetz / WpÃG) 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 WpÃG 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 WpÃG. 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.
About itelligence
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.
Investor Relations:
Katrin Schlegel
Tel: +49 (0) 521-91 448 106
Fax: +49 (0) 521-91 445 201
Katrin.Schlegel@itelligence.de
itelligence AG
Königsbreede 1
33605 Bielefeld
http://www.itelligence.de
End of Corporate News
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Language: English
Company: itelligence AG
Königsbreede 1
33605 Bielefeld
Germany
Phone: +49 (0)521 91448-106
Fax: +49 (0)521 91445-201
E-mail: katrin.schlegel@itelligence.de
Internet: www.itelligence.de
ISIN: DE0007300402
WKN: 730 040
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
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194732 27.11.2012
DGAP-News: itelligence AG: Joint Opinion of the Management Board and the Supervisory Board in respect of the Voluntary Public Acquisition Offer by NTT DATA EUROPE
| Source: EQS Group AG