MEDIA RELEASE PR35243
NTT Communications Announces Agreed Takeover Offer in Cash for Integralis AG
TOKYO, June 30 /Kyodo JBN-AsiaNet/ --
-Business Combination Agreement signed
-Offer price of 6.75 Euro per Integralis AG share represents a significant
premium
-Acquisition enables NTT Communications to enhance its global managed security
service offering through a market-leading security services platform
-Integralis to become lead unit for global IT security within NTT Communications
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 June 30 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 30
percent 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, including a 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 existing
management 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 exponential growth 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 to working 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
intelligence. 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 für Finanzdienstleistungsaufsicht, BaFin), the offer document
will be published at a later date in accordance with the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG),
The website also contains additional information about the transaction.
Joint Press Call
The transaction will be presented by Jun Sawada, Senior Vice President at NTT
Com, and Georg Magg, CEO of Integralis, in a joint press call (details outlined
below).
Date: Tuesday, 30 June 2009
Time: 11:00 a.m. CET
Dial-in number: +49-69-5007-1265
Confirmation Code: 1477057
The press call will be held in German and English.
About NTT Communications Corporation
NTT Com provides a broad range of global networks, management solutions and IT
services to customers worldwide. The company is renowned for reliable,
high-quality security, hosting, voice, data and IP services, as well as
expertise in managed networks and leadership in IPv6 transit technology. NTT
Com’s extensive infrastructure includes Arcstar (TM) Global IP-VPN and Global
e-VLAN, as well as a Tier-1 IP backbone reaching more than 150 countries in
partnership with major Internet service providers, and secure data centers in
Asia, North America and Europe. NTT Com is the wholly-owned subsidiary of
Nippon Telegraph and Telephone Corporation, one of the world's largest telecoms
with listings on the Tokyo, London and New York stock exchanges. For the fiscal
year ended March 31, 2009, NTT Com reported revenues of JPY 1,127 billion (Euro
9.3 billion). The number of employees amounts to 8,350. For more information,
About Integralis AG
As a leading international IT security solutions provider, Integralis offers
its customers expert consulting and tailored services to protect their critical
business processes. The Integralis product portfolio is based on leading-edge
technologies and strategic partnerships oriented to planning, implementing and
operating overarching information security architectures. Backed by top quality
skills and experience, the Integralis consulting team supports customers’ IT
security projects by offering structured methodical and technical consulting
and implementation services. Integralis services provide 7/24 multilingual
support for the day-to-day operation of customers’ security systems around the
world. Services comprise the telephone hotline, remote monitoring and
administration as well as on-site support. Under the Integralis name, a global
network of branches serves a large number of blue-chip companies and public
authorities as well as many national and international businesses. Integralis
is listed in Deutsche Börse AG’s Prime Standard. With 511 employees, Integralis
realized revenues of Euro 169 million in 2008. Further information on
Important information
This release is neither an offer to purchase nor a solicitation of an offer to
sell Integralis shares or any other security. The terms and conditions of the
offer will be published in the offer document only after the permission of the
German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin) has been obtained. Investors and holders
of shares in Integralis are advised to read the relevant documents regarding
the tender offer to be published by NTT Communications Deutschland GmbH because
they will contain important information. Investors and holders of shares in
Integralis will be able to receive these documents, when they become available,
The information herein may contain "forward-looking statements" that may be
identified by words such as "expects," "anticipates," "intends," "plans,"
"believes," "estimates" or words of similar meaning about the expected future
business of NTT Communications Deutschland GmbH or any other entity. These
statements are based on the current expectations of the management of NTT
Communications Corporation and NTT Communications Deutschland GmbH and are
inherently subject to uncertainties and changes in circumstances. NTT
Communications Corporation and NTT Communications Deutschland GmbH do not
undertake any obligation to update the forward-looking statements to reflect
actual results, or any change in events, conditions, assumptions or other
factors.
SOURCE: NTT Communications Corporation
Contact:
Heinrich Frömsdorf
Hering Schuppener Consulting
(PR Advisor to NTT Communications Deutschland, NTT Communications Corporation)
Tel: +49-170-635-3848
Kazunori Yozawa, Vice President
NTT Communications Deutschland and NTT Communications Corporation:
Tel: +81-3-6700-4601
Toby Pearce
Luca Crenna
Houlihan Lokey Howard & Zukin (Europe) Limited
(Financial Advisor to NTT Communications Deutschland, NTT Communications
Corporation)
Tel: +44-20-7747-2750
Peter Banholzer, Investor Relations Manager
Integralis AG:
Tel: +49-89-945-73-178
Richard-Benedikt Floto
Lincoln International AG
(Financial Advisor to Integralis AG)
Tel: +49-69-971-054-00
In this transaction, NTT Com is being advised by Houlihan Lokey and Skadden
Arps, Integralis by Lincoln International and Ashurst.
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