Management Board and Supervisory Board recommend Integralis shareholders to accept the takeover offer by NTT Communications
- Management Board and Supervisory Board consider the offered consideration of EUR 6.75 per Integralis share to be appropriate
- Georg Magg, CEO of Integralis AG: “The deal opens up growth opportunities for Integralis worldwide”
TOKYO, JAPAN and ISMANING, GERMANY – August 11, 2009: The Management Board and Supervisory Board of Integralis AG approve the offer of NTT Communications Deutschland GmbH (NTT Com) and recommend that the shareholders of Integralis AG accept the offer. Both Boards have scrutinized the offer document and have now published a joint statement. They deem the consideration offered by NTT Com of EUR 6.75 per Integralis share to be appropriate and believe the offer to be in the interests of the company, the employees and the shareholders.
The Management Board and Supervisory Board welcome the trust NTT Com has expressed in the business model of Integralis and its intention to continue supporting the company’s strategic goals. “Taking on the leading role for global IT security within the NTT Communications Group opens up excellent growth opportunities for us”, said Georg Magg, CEO of Integralis. “The Management Board and Supervisory Board therefore essentially consider the deal to hold advantageous prospects.”
NTT Com announced an offer for Integralis on June 30, 2009 and published the offer document on July 30, 2009. Integralis shareholders have until 12 midnight (CET) on September 11, 2009 to accept the offer, which is conditional among other things on NTT Com acquiring at least 75 percent of the shares. The offer is also subject to other customary conditions. NTT Com already has got an antitrust approval.
By taking over Integralis, NTT Com will expand its global IT service portfolio with a market-leading platform for IT security solutions and close an important demand gap for its corporate customers. NTT Com intends to integrate Integralis into the NTT Com Group and to run Integralis accordingly as a legally independent company, and support it in its future growth.
This press release does not contain the statutory statement of the Management Board and Supervisory Board of Integralis AG regarding the voluntary public takeover offer published by NTT Communications Deutschland GmbH. The complete joint statement of the Management Board and Supervisory Board of Integralis AG is available to view at http://www.integralis.de.
About NTT Communications Corporation
NTT Com provides a broad range of global networks, management solutions and IT services to customers worldwide. The company is renowned for reliable, high-quality security, hosting, voice, data and IP services, as well as expertise in managed networks and leadership in IPv6 transit technology. Its extensive infrastructure includes Arcstar™ Global IP-VPN and Global e-VLAN, as well as a Tier-1 IP backbone reaching more than 150 countries in partnership with major Internet service providers, and secure data centers in Asia, North America and Europe. NTT Com is the wholly-owned subsidiary of Nippon Telegraph and Telephone Corporation, one of the world’s largest telecoms with listings on the Tokyo and London stock exchanges as well as New York (in the form of American Depository Receipts). For the fiscal year ended March 31, 2009, NTT Communications Corporation reported revenues of JPY 1,127 billion (EUR 9.3 billion). The number of employees amounts to 8,350 people. For more information, please visit www.ntt.com/index-e.html.
About Integralis AG
As a leading international IT security solutions provider, Integralis offers its customers expert consulting and tailored services to protect their critical business processes. The Integralis product portfolio is based on leading-edge technologies and strategic partnerships oriented to planning, implementing and operating overarching information security architectures. Backed by top quality skills and experience, the Integralis consulting team supports customers’ IT security projects by offering structured methodical and technical consulting and implementation services. Integralis services provide 24/7 multilingual support for the day-to-day operation of customers’ security systems around the world. Services comprise the telephone hotline, remote monitoring and
administration as well as on-site support. Under the Integralis name, a global network of branches serves a large number of blue-chip companies and public authorities as well as many national and international businesses. Integralis is listed in Deutsche Börse AG’s Prime Standard. With 511 employees, Integralis realized revenues of EUR 169 million in 2008. Further information on Integralis is available on the Internet at www.Integralis.com.
Enquiries:
Hering Schuppener Consulting
(PR Advisor to NTT Communications Deutschland GmbH, NTT Communications Corporation)
Tel: +49 170 635 3848
Heinrich Frömsdorf
NTT Communications Deutschland GmbH and NTT Communications Corporation:
Tel: +81 (3) 6700 4601
Kazunori Yozawa, Vice President
Houlihan Lokey Howard & Zukin (Europe) Limited
(Financial Advisor to NTT Communications Deutschland, NTT Communications Corporation)
Tel: +44 20 7747 2750
Toby Pearce
Luca Crenna
Integralis AG:
Tel: +49 89 945 73 178
Peter Banholzer, Investor Relations Manager
Lincoln International AG
(Financial Advisor to Integralis AG)
Tel: +49 69 971 054 00
Richard-Benedikt Floto
Important information
This release is neither an offer to purchase nor a solicitation of an offer to sell Integralis shares or any other security. The offer document and the terms and conditions contained therein shall have sole relevance in respect of the offer. Investors and holders of shares in Integralis are advised to read the relevant documents regarding the tender offer to be published by NTT Communications Deutschland GmbH because they will contain important information. Investors and holders of shares in Integralis will be able to receive the offer document as well as other documents in connection with the offer from the website www.nttcom.de once these become available.
The information herein may contain “forward-looking statements” that may be identified by words such as “expects,” “anticipates,” “intends,” “plans” “believes,” “estimates” or words of similar meaning about the expected future business of NTT Communications Deutschland GmbH, Integralis AG or any other entity. These statements are based on the current expectations of the management of NTT Communications Corporation, NTT Communications Deutschland GmbH and Integralis AG and are inherently subject to uncertainties and changes in circumstances. NTT Communications Corporation, NTT Communications Deutschland GmbH and Integralis AG do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.