The conditional agreement is for an offer price of 5.75 euros per share excluding dividends, valuing Ordina at about 518 million euros ($555 million). The deal is expected to close in the second half of 2023, the companies said in a statement.

"We are very enthusiastic about this operation," said Sopra Steria's finance chief Etienne du Vignaux in a call, adding Ordina's revenues are growing rapidly while the company has no debts.

The deal would result in a new operation in the Benelux region which would combine Sopra Steria's existing business there, its recent acquisition of Tobania, and Ordina. It would employ over 4,000 people in the Netherlands and Belgium, and 300 in Luxembourg.

Ordina's two largest shareholders Teslin and Mont Cervin, which together hold roughly a 26% stake, have agreed to tender their shares, as has the CEO and finance chief, the companies said. Ordina's Chief Executive Jo Maes will be in charge of the Benelux operations, the companies said.

The deal and related matters are expected to boost Sopra Steria's earnings per share by 1.2% in 2024, and 3.7% in 2025.

($1 = 0.9336 euros)

(Reporting by Olivier Sorgho; Editing by Tom Hogue and Mark Potter)