Sopra Steria Group SA reached a conditional agreement to acquire Ordina N.V. 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.
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.