[PRNewswire] 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.
NTT Communications Announces Agreed Takeover Offer in Cash for Integralis AG
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