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NTT Communications Announces Agreed Takeover Offer in Cash for Integralis AG
Wednesday July 1, 02:32 AM
Tokyo, Japan and Ismaning, Germany, June 30, 2009 - (ACN Newswire ) - NTT Communications Corporation (NTT Com), the wholly-owned subsidiary of Nippon Telegraph and Telephone Corporation, and Integralis AG, a leading international provider of IT security services, announced today the signing of a Business Combination Agreement. As part of this agreement, NTT Com agreed to launch a voluntary public takeover offer for all outstanding shares of Integralis, offering Euro 6.75 in cash per share. The offer price represents a 70 percent premium over the three-month average closing share price on the Frankfurt Stock Exchange (Xetra) prior to the date of this announcement and a 35 percent premium over the closing price (Xetra) on 29 June 2009. Based on the number of Integralis shares outstanding, the offer would represent an equity value for Integralis of approximately Euro 75 million. NTT Com has already secured irrevocable undertakings from key shareholders including all members of the management and supervisory board of Integralis, representing approximately 30percent of the company's voting rights.
The acceptance period is expected to start in late July/early August 2009 after approval by the German Federal Financial Supervisory Authority (BaFin). The offer is subject to certain conditions, includinga minimum acceptance threshold of 75 percent, as well as regulatory approvals. NTT Com expects the acceptance period to end in September 2009. If the tender offer is successfully completed, Integralis will become a subsidiary of NTT Com. The existingmanagement board of Integralis will continue to run the business of the company.
Increasing Importance of Enterprise Security Services
As a result of the offer, Integralis will enhance NTT Com's global services offering through a market-leading security services platform, thus addressing a key demand of NTT Com's corporate customers. According to research companies, Integralis is one of the most important players globally in the area of enterprise security services. Given the exponentialgrowth of viruses, spam, phishing and hacking, these security services increasingly gain importance for companies. With the acquisition of Integralis, NTT Com would be able to service its clients around the world with this strategically important security service. Customers of NTT Com will, for example, benefit from Integralis worldwide network of security operation centers, which provide a 24 hour service for multinational companies.
"We are looking forward to welcoming Integralis as a partner of NTT Com," Akira Arima, Senior Executive Vice President NTT Com, commented on the transaction. "The unique expertise in the area of enterprise security services will be extremely valuable for many of our customers. We intend to support Integralis and its workforce on its growth path."
Growth Opportunities with Multinational Companies
After the transaction, Integralis will become a lead global IT security unit within NTT Com and will gain access to the large customer base of NTT Com.
Georg Magg, CEO of Integralis, said: "For Integralis, this partnership is a fantastic opportunity to stay focused on our core security business and yet pursue growth opportunities around the globe, most notably in Asia. We are looking forward toworking with NTT Com for many years to come."
Successful Track Record of NTT in Germany
The planned takeover of Integralis is not the first acquisition that a company from the NTT Group undertakes in Germany: In early 2008, NTT DATA, a sister company of NTT Com, acquired a majority stake in German SAP specialist itelligence. In the same year, the acquisition of a majority stake in Cirquent, the former IT consulting unit of BMW, followed. Both companies have performed very well since the beginning of the cooperation.
Subject to an approval by the German Federal Financial Supervisory Authority (Bundesanstalt fr Finanzdienstleistungsaufsicht, BaFin), the offer document will be published at a later date in accordance with the GermanSecurities Acquisition and Takeover Act (Wertpapiererwerbs- und Ubernahmegesetz, WpG), and will further be made available on: http://www.nttcom.de
The website also contains additional information about the transaction.
About NTT Com
NTT Communications Corporation (NTT Com) provides information and communications technology (ICT) solutions worldwide with dedicated professionals stationed in 21 countries. Renowned as an IPv6 technology pioneer and managed service expert, NTT Com offers diverse high-quality IP, Web-based, and managed network solutions combining network management, security, ubiquitous, Web portals/engines, and global services. Its world-class Tier 1 Internet backbone and secure closed networks with over 98,000 MPLS ports, combined with the networks of partner companies around the world, connect more than 200 countries. The company earned non-consolidated revenues exceeding one trillion yen (about US$10 billion) in fiscal 2006 ended March 31, 2007. NTT Com started as a long-distance phone company in 1999 after the reorganization of the NTT Group, and is the wholly-owned subsidiary of NTT, one of the world's largest telecommunications companies. NTT is listed in Japan, London and New York stock exchanges. Please visit www.ntt.com .
Source: NTT Com
Contact:
Hering Schuppener Consulting (PR Advisor to NTT Communications Deutschland, NTT Communications Corporation) Tel: +49 170 635 3848 Heinrich Fromsdorf NTT Communications Deutschland and NTT Communications Corporation: Tel: +81 (3) 6700 4601 Kazunori Yozawa, Vice President Houlihan Lokey Howard & Zukin (Europe) Limited (Financial Advisor to NTT Communications Deutschland, NTT Communications Corporation) Tel: +44 20 7747 2750 Toby Pearce Luca Crenna Integralis AG: Tel: +49 89 945 73 178 Peter Banholzer, Investor Relations Manager Lincoln International AG (Financial Advisor to Integralis AG) Tel: +49 69 971 054 00 Richard-Benedikt Floto
Copyright 2009 ACN Newswire. All rights reserved.
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