NTT Com announces lowering of minimum acceptance level and extension of acceptance period for Integralis offer
- Minimum acceptance level reduced to 50 percent plus one share
- Acceptance period extended until September 25, 2009
TOKYO, JAPAN and ISMANING, GERMANY – September 10, 2009. NTT Communications
Corporation (NTT Com) today announced that it has reduced the minimum acceptance condition for
its public takeover offer for Integralis AG to 50 percent plus one share of the diluted outstanding
share basis of 11,175,032 Integralis shares.
As of the close of business on Wednesday, 9 September 2009, a total of 57.83 percent of Integralis
shares (as mentioned above) had been validly tendered to NTT Com. NTT Com has thus already
exceeded the new minimum acceptance level. As a result, all conditions of the offer have now been
fulfilled.
NTT Com also announces that, in accordance with applicable law, the acceptance period for the
offer has been extended until Friday, September 25, 2009 (24:00H CET). The offer was previously
scheduled to expire on Friday, September 11, 2009 (24:00H CET).
During this further period of 10 trading days, Integralis shareholders who have so far not tendered
their shares have the opportunity to do so for the same price of 6.75 Euro in cash for each share. By
tendering their shares, these Integralis shareholders avoid the risk of becoming minority
shareholders, holding shares with limited liquidity.
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.