6e3d9036-c448-4b8b-b7c9-1e8be6400e7f.pdf



2 December 2015‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌



SHAREHOLDERS' CIRCULAR‌‌‌‌‌


in respect of the



EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF DOCDATA N.V.‌‌


TO BE HELD ON 16 DECEMBER 2015‌‌‌



AT 13:00 HOURS CET, AT WAREHOUSE LOCATION DOCDATA FULFILMENT B.V., VEERWEG 16, WAALWIJK, THE NETHERLANDS‌‌‌‌


53093371 M 17353398 / 1‌‌‌


TABLE OF CONTENTS

  1. LETTER FROM THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD 4

  2. INTRODUCTION 6

    1. Purpose of this Shareholders' Circular 6

    2. Proposed EGM resolutions 6

    3. Responsibility for the contents of this Shareholders' Circular 7

    4. Documents incorporated by reference 7

    5. Available information 7

    6. Corporate information 7

    7. SUMMARY OF THE TRANSACTION 8

      1. Strategic rationale for the Transaction 8

      2. Summary of the DOCDATA decision making process 8

      3. Highlights of the Transaction 10

      4. Completion of the Transaction 14

      5. Corporate income tax considerations of the Transaction 14

      6. SUPPORT AND RECOMMENDATIONS 15

        1. Rationale of the Management Board and the Supervisory Board for

          the Transaction 15

        2. Management Board and Supervisory Board fully support the Transaction 15

        3. Majority of the shareholders have irrevocably undertaken to vote in

          favour of the approval of the Transaction 15

        4. CONSOLIDATED INTERIM SPECIAL PURPOSE FINANCIAL INFORMATION ABOUT DOCDATA 16

        5. INFORMATION ABOUT INGRAM MICRO 17

          1. General information about Ingram Micro 17

          2. Business activities of Ingram Micro 17

          3. Financing 18

          4. No material consequences of Transaction 18

          5. POST CLOSING STRATEGY 19


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          6. CASH DISTRIBUTION 20

            1. Cash distribution of EUR 21.00 per share 20

            2. Tax considerations for DOCDATA's shareholders 20

              3. SCHEDULE 1 - DEFINITIONS AND INTERPRETATION 25

              SCHEDULE 2 - AGENDA TO THE EGM 26

              SCHEDULE 3 - EXPLANATORY NOTES TO THE AGENDA TO THE EGM 27

              SCHEDULE 4 - PRESS RELEASE DISTRIBUTED ON 4 NOVEMBER 2015 31

              SCHEDULE 5 - CONSOLIDATED INTERIM SPECIAL PURPOSE FINANCIAL INFORMATION FOR DOCDATA NEDERLAND B.V. AND

              DOCDATA INTERNATIONAL B.V. PER 30 SEPTEMBER 2015 33


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              1. LETTER FROM THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD‌


              Dear Shareholder,


              On 13 October 2015, DOCDATA N.V. and Ingram Micro Inc. announced that they reached conditional agreement for the sale of DOCDATA N.V.'s e-commerce business. On 16 December 2015 at 13:00 hours CET at Warehouse location docdata fulfilment B.V., Veerweg 16, Waalwijk, the Netherlands, shareholders of DOCDATA N.V. (DOCDATA) will have the opportunity to vote at an extraordinary general meeting of shareholders (the EGM) on the approval of this transaction, as well as on the contemplated subsequent shareholder distribution and other resolutions related to the proposed transaction.


              The transaction provides for the sale of DOCDATA's e-commerce business to Ingram Micro Regent B.V. (Ingram Micro), which is an indirect wholly owned subsidiary of Ingram Micro Inc., for cash by means of a transfer of all issued shares in the share capital of DOCdata Nederland B.V. (DOCdata NL) and DOCdata International B.V. (DOCdata IN) to Ingram Micro (the Transaction). The Transaction values DOCDATA's e-commerce business at an enterprise value of EUR 155 million as per 30 September 2015.


              Before reaching agreement on the Transaction, the Management Board and Supervisory Board have made a thorough assessment of the Transaction and other strategic alternatives, taking into account the interests of DOCDATA and all its stakeholders, including its shareholders, employees, clients and suppliers. As a result of this assessment, the Management Board and Supervisory Board have unanimously determined that the Transaction is in the best interest of DOCDATA. For more information on the financial analysis of the Transaction, see paragraph 3.3 (Highlights of the Transaction).


              Shareholders which held at the time of the announcement of the Transaction 63.9% of DOCDATA's issued share capital, have under certain customary terms and conditions irrevocably undertaken to vote on those shares in favour of the Transaction at the EGM.


              Shortly after the completion of the Transaction, DOCDATA contemplates a cash distribution to its shareholders in the amount of EUR 21.00 (twenty-one euro) per outstanding share, with a proposed payment date of 29 December 2015, assuming completion of the Transaction takes place on 18 December 2015.


              This Shareholders' Circular serves as written information as referred to in best practice provisions IV.3.8. of the Dutch corporate governance code to provide information in respect of the Transaction. This Shareholders' Circular is in addition to, and not in lieu of the agenda and explanatory notes for the EGM. By publishing the Shareholders' Circular today, DOCDATA is able to provide its shareholders more detailed information with respect to the Transaction as well as up-to-date information on the satisfaction of the closing conditions.


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