Sopra Steria Group SA (ENXTPA:SOP) reached a conditional agreement to acquire Ordina N.V. (ENXTAM:ORDI) from Teslin Participaties Coöperatief U.A. managed by Teslin Capital Management BV, Mont Cervin S.à R.L., Jo Maes, Chief Executive Officer of Ordina, Chief Financing Officer of Ordina and others for approximately €520 million on March 21, 2023. The offer price is €5.75 in cash per share. The transaction will be financed by existing cash and credit facilities. If the Merger Protocol is terminated because Ordina agreed to a competing offer, they will pay the offeror termination fee of €5.2 million (approx. 1.0% of the aggregate value) and if terminated by Ordina because of the offer condition with regard to Competition Clearances is not (timely) obtained, the offeror will pay Ordina an amount of €15.5 million (approx. 3.0% of the aggregate value) or if terminated because the settlement of the offer not having occurred timely, the offeror will pay Ordina an amount of €7.8 million (approx. 1.5% of the aggregate value). If the transaction has been terminated because of breach by any party, they will be liable to pay other party €7.8 million.

Ordina's two largest shareholders, Teslin Participaties Coöperatief U.A., Mont Cervin S.à R.L., Jo Maes, CEO of Ordina and CFO of Ordina have also irrevocably agreed to tender their shares. Upon acquisition of at least 95% of the shares, the offeror will commence statutory squeeze-out proceedings to obtain 100% of the shares. The Ordina Board and Supervisory Board unanimously supports and recommended the offer. The offer is subject to certain customary conditions, the Competition Clearances, Regulatory Clearances, Ordina shareholders approval, the AFM approval, minimum acceptance level of at least 95% of the share and is expected to complete in Q4 2023. Sopra Steria expects an accretive impact on earnings per share from the first year (+1.2% in 2024) and in 2025, expects an accretive impact of +3.7% on earnings per share. As of May 25, 2023, the Offer is expected to be close in the second half of 2023.

AXECO Corporate Finance and ABN AMRO Bank provided fairness opinion to the Ordina Boards and Supervisory Board and also acted as financial advisors. Stibbe N.V. is acting as legal advisor to Ordina. Messier & Associés is acting as financial advisor and Van Bael & Bellis and Houthoff are acting as legal advisor to Sopra Steria.