Strategically an extremely promising partnership
The partnership of itelligence and NTT DATA offers great potential strategically, both from a geographical and technological perspective, but also from a customer vantage point. With the objective of developing to become a global IT innovator, the NTT DATA Group is expanding its activities world-wide.
Herbert Vogel, CEO at itelligence details the situation, "The partnership with NTT DATA allows us to extend further the market position we have established as SAP Global Partner Services and Hosting, particularly in the mid-market”, and adds, ”The two companies are a very good fit. With such a strong IT group behind us, I am looking forward to being at the helm of itelligence in the future."
"We are extremely pleased to welcome itelligence as a partner of NTT DATA", Takashi Enomoto, Executive Vice President, commented the transaction. "The partnership will leverage the growth potential of both companies. We hold in high regard the leading position of itelligence in the SAP environment and the strong market position in the mid-market. We are looking forward to encouraging the highly talented itelligence employees, supporting them in expanding business operations at a global level."
Based on partnership and supported by Management Board and shareholders
For NTT DATA it is very important that itelligence remains an independent listed company with the existing management and all staff. NTT DATA wants to support the company in its future growth and further development. In the business combination agreement, a control agreement was expressly excluded for the next four years. itelligence AG retains its name, its brands and locations. NTT DATA is aiming to obtain up to two seats on the Supervisory Board.
In agreement with NTT DATA, Herbert Vogel, co-founder and itelligence CEO of many years and his wife will accept the takeover offer for somewhat more than half of the shares they held, thus underlining the further commitment of Mr. Vogel to the company and his employees. The appointment of Herbert Vogel as member of the Management Board and his appointment as Chairman of the Management run to 2011, as does his service contract.
The intended offer in brief
The itelligence Supervisory Board has approved the transaction and after examination of the offer documents and in line with their legal obligations Management Board and Supervisory Board of itelligence AG intend to recommend shareholders to accept the offer. It is intended that the implementation of the offer will, among other things, depend on whether NTT DATA can acquire at least 50 percent plus one share on a fully diluted basis. Furthermore, the Business Combination Agreement provides that the takeover offer shall be subject to further conditions, such as merger control clearance.
NTT DATA will finance the transaction fully with cash.
The itelligence Management Board has mandated Berenberg Bank with preparing a fairness opinion.
Joint telephone conference for the press
Herbert Vogel and Takashi Enomoto are happy to be available for you in a joint telephone conference. The dial-in details are:
Date: Wednesday, October 24, 2007
Time: 11:00 (German time)
Dial-in number: 089 – 2444 32 690
Confirmation code: 56 24 732
The telephone conference will take held in German.
About NTT DATA
NTT DATA is a listed subsidiary of Nippon Telegraph and Telephone Corporation (“NTT”). The company offers a broad range of IT services, including consulting, system integration and IT outsourcing. For the year ending March 31, 2007, NTT DATA posted sales of approx. 1 billion yen (around EUR 7.0 billion) and employed more than 22,600 staff. Since 2005, NTT DATA has made various steps to develop its international business, including the acquistion of the Revere Group in the USA and Shenzen East Net Co. Ltd. in China. For more information, visit the NTT DATA website: www.nttdata.com.
About itelligence
itelligence is one of the leading international full-service providers for solutions in the SAP environment. The company offers its customers tailored solutions and a service portfolio for the entire life cycle of an IT investment. As SAP Business, Service and Support Alliance as well as Global Partner Hosting and Global Partner Services, itelligence has realized complex projects on a global basis in the SAP environment for over 2,500 customers. itelligence employs more than 1,200 highly qualified staff in 15 countries. In 2006, the company generated total sales of EUR 163 million.
Important information
This is neither an offer to purchase nor a solicitation of an offer to sell shares in itelligence. The terms and conditions of an offer will be published in the offer document under www.nttdataeurope.com only after the permission of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has been obtained. Investors and holders of shares in itelligence AG are strongly advised to read the relevant documents regarding the takeover offer as soon as they become available because they contain important information. The information herein may contain "forward-looking statements", especially statements on the expected business of itelligence AG or other companies. These statements are based on the current expectations of the Management Board of itelligence AG and are inherently subject to uncertainties and changes in circumstances. itelligence AG does not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.
