Ad-hoc correction pursuant to Section 15 of the German Securities Trading Act (WpHG)
Correction of the Joint Supplementary Statement by the Management and Supervisory Boards in accordance with Article 27 (1) of the German Securities and Takeovers Act - WpÜG
Correction of the ad-hoc announcement of 16 September 2009, 15:30h, on the amendment of the Joint Supplementary Statement pursuant to Section 27 (1) of WpÜG (published in accordance with Section 14 (3) p. 1 no. 2 of WpÜG by announcement on the Internet under http://www.integralis.de and upon promulgation in the Electronic Federal Gazette by making available the Joint Statement for gratuitous issue at the registered offices of Integralis AG) on the amendment to the voluntary public takeover offer (cash offer) published on 10 September 2009 by NTT Communications Deutschland GmbH to the shareholders of Integralis AG (ISIN DE0005155030)
Ad-hoc correction pursuant to Section 15 of WpHG / 17 September 2009
In the ad-hoc announcement published on 16 September 2009 at 15:30h by Integralis AG on the submission of the Joint Supplementary Statement pursuant to Section 27 (1) of WpÜG, the Management and Supervisory Boards of Integralis AG took the view that the amendment of the minimum acceptance level by NTT Communications Deutschland GmbH removed the last condition of the offer which had yet to be met and therefore also removed any uncertainties concerning the success and the completion of the offer. This statement was incorrect.
Instead, while the terms and conditions specified in the offer may have been complied with from today’s perspective, the Management and Supervisory Boards cannot rule out that one of the terms and conditions of the offer will not be met by the time the acceptance period expires on 25 September 2009, 12:00h midnight CEST through the occurrence of unforeseen events. A failure of the takeover offer therefore still is possible due to non-performance of one of the terms and conditions of the offer by the time the period for acceptance has
elapsed.
However, according to the current information available the Management and Supervisory Boards of Integralis AG are not aware of any indications to suggest that the terms and conditions of the offer will not be met by the time the acceptance period expires. To clarify this situation, the Management and Supervisory Boards today decided to issue an amendment to the Joint Supplementary Statement. The notice concerning the amended Joint Supplementary Statement will be promulgated in the Electronic Federal Gazette tomorrow.
Accordingly, the Management and Supervisory Boards of Integralis AG continue to recommend that shareholders should accept the offer.
The shares of Integralis AG are admitted to trading on the regulated market of the Frankfurt Securities Exchange (Prime Standard) and in the electronic XETRA trading system under ISIN DE0005155030. The Company’s shares are also traded OTC on the securities exchanges of Hamburg, Stuttgart, Düsseldorf, Berlin-Bremen and Munich.
Integralis AG (ISIN DE0005155030) Shares of Integralis AG tendered for sale (ISIN DE000A0Z22M6) Shares of Integralis AG subsequently tendered for sale (ISIN DE000A0Z22N4)
Contact:
Integralis AG (Investor Relations)
Peter Banholzer
Robert-Bürkle-Strasse 3
85737 Ismaning
Tel.: +49 89 945 73 178
ir@integralis.com
peter.banholzer@integralis.com
www.integralis.com
About Integralis AG
As a leading international provider of IT security solutions, Integralis offers its customers skilled consulting and bespoke solutions for protecting their critical business processes. Incorporating leading technologies, skills, experience and strategic partnerships, the Integralis product portfolio is targeted at planning, implementing and operating enterprise-wide information security architectures. With its structured methodical and technical consulting and implementing services, the Integralis consulting team supports customers' IT security projects. Integralis offers its customers multilingual support in the ongoing operation of their security systems all around the world on a 7/24 basis. The range of services comprises a telephone hotline, remote monitoring and administration as well as on-site support. With a global network of branches, Integralis serves a large number of bluechip companies, government authorities and many national and international enterprises. Integralis AG is listed in Deutsche Börse AG’s Prime Standard. Integralis employs a workforce of 511 and generated sales revenues of EUR 169 million in fiscal 2008. Further particulars about Integralis are available on the Internet under www.integralis.com.