Sopra Steria Group SA (ENXTPA:SOP) reached a conditional agreement to acquire Ordina N.V. (ENXTAM:ORDI) from Teslin Participaties Coöperatief U.A. managed by Teslin Capital Management BV, Mont Cervin S.à R.L., Jo Maes, Chief Executive Officer of Ordina, Chief Financing Officer of Ordina and others for approximately ?520 million on March 21, 2023. The offer price is ?5.75 in cash per share. The transaction will be financed by existing cash and credit facilities. If the Merger Protocol is terminated because Ordina agreed to a competing offer, they will pay the offeror termination fee of ?5.2 million (approx. 1.0% of the aggregate value) and if terminated by Ordina because of the offer condition with regard to Competition Clearances is not (timely) obtained, the offeror will pay Ordina an amount of ?15.5 million (approx. 3.0% of the aggregate value) or if terminated because the settlement of the offer not having occurred timely, the offeror will pay Ordina an amount of ?7.8 million (approx. 1.5% of the aggregate value). If the transaction has been terminated because of breach by any party, they will be liable to pay other party ?7.8 million.

Ordina?s two largest shareholders, Teslin Participaties Coöperatief U.A., Mont Cervin S.à R.L., Jo Maes, CEO of Ordina and CFO of Ordina have also irrevocably agreed to tender their shares. Upon acquisition of at least 95% of the shares, the offeror will commence statutory squeeze-out proceedings to obtain 100% of the shares. The Ordina Board and Supervisory Board unanimously supports and recommended the offer. The offer is subject to certain customary conditions, the Competition Clearances, Regulatory Clearances, Ordina shareholders approval, the AFM approval, minimum acceptance level of at least 95% of the share and is expected to complete in Q4 2023. Sopra Steria expects an accretive impact on earnings per share from the first year (+1.2% in 2024) and in 2025, expects an accretive impact of +3.7% on earnings per share. As of May 25, 2023, the Offer is expected to be close in the second half of 2023. As of July 5, 2023, European Commission has approved the transaction. As of July 17, 2023, the offer period runs from July 19, 2023, to September 26, 2023, and the completion of the Offer is expected in the second half of 2023. Ordina will hold the EGM on September 6, 2023 and will include the resolutions related to the Transaction on the agenda. The transaction is not subject to any Regulatory Clearance. If the Offeror obtains 95% or more of the Shares, it prefers to implement the Pre-Squeeze-Out Asset Sale and will initiate the Squeeze-Out Proceedings and, if it obtains between 80% and 95%, it prefers to implement the Asset Sale and Liquidation, if approved by the Shareholders. As of September 6, 2023, all proposed resolutions were adopted, including with regard to: the Post-Closing Restructuring Measure, including the approval of the Asset Sale, Cancellation of Shares in case of Squeeze-Out Proceedings and Dissolution of the Company in case of Liquidation the cancellation of the Priority share; the conversion of the Company from a limited liability company (naamloze vennootschap) into a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and amendments of the Company?s articles of association; the acceptance of the resignation of Dennis de Breij, Bjorn Van Reet, Johan van Hall, Thessa Menssen and Caroline Princen as members of the Supervisory Board and granting them full and final discharge for their supervision of the management; the designation of (i) Jo Maes, Joyce van Donk-van Wijnen and Michel Lorgeré as Executive Directors of the One-Tier Board and (ii) Bjorn Van Reet, Dennis de Breij, Kathleen Clark, Pierre Pasquier and Yvane Bernard-Hulin as Non-Executive Directors of the One-Tier Board; the amendment of the remuneration policy of the Management Board and the Supervisory Board and the determination of the individual remuneration of the Non-Executive Directors. These resolutions are subject to the conditions precedent (opschortende voorwaarden) as mentioned in the convocation (including agenda and explanatory notes thereto) for the EGM and will take effect from the time specified therein. As of September 6, 2023, the Offer Period expires on 26 September 2023.

AXECO Corporate Finance and ABN AMRO Bank provided fairness opinion to the Ordina Boards and Supervisory Board and also acted as financial advisors. Stibbe N.V. is acting as legal advisor to Ordina. Messier & Associés is acting as financial advisor and Van Bael & Bellis and Houthoff are acting as legal advisor to Sopra Steria. Mediobanca Banca di Credito Finanziario S.p.A. acted as financial advisor to Sopra Steria Group SA.

Sopra Steria Group SA (ENXTPA:SOP) completed the acquisition of Ordina N.V. (ENXTAM:ORDI) from Teslin Participaties Coöperatief U.A. managed by Teslin Capital Management BV, Mont Cervin S.à R.L., Jo Maes, Chief Executive Officer of Ordina, Chief Financing Officer of Ordina and others on September 26, 2023. As of September 29, 2023, the Offeror declares the Offer unconditional and the settlement of the Offer will take place on 4 October 2023, on which date the Offer Price of EUR 5.75 (cum dividend) per Tendered Share will be paid.