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NTT Com: Offer for Integralis successful with approximately 78 percent shares secured

TOKYO, JAPAN and ISMANING, GERMANY – 30 September, 2009: NTT Communications Corporation (NTT Com) is pleased to announce that upon the expiration of the acceptance period of the public takeover offer for Integralis AG on Friday, 25 September, 2009, it has secured 8,711,311 shares amounting to approximately 78 percent of 11,175,032 Integralis shares (diluted outstanding shares according to section 3.5(1) of the offer document). The shares secured above include 164,000 shares that NTT Com acquired outside the Offer on 23 September 2009, as announced on 24 September 2009. The 8,711,311 shares secured by NTT Com are approximately 75 percent on the basis of 11,585,137 Integralis shares and voting rights.

All conditions to the offer have now been fulfilled. As required by the German Securities Acquisition and Takeover Act, an additional two-week acceptance period will follow from 30 September 2009 to 14 October 2009. This would be the last opportunity for Integralis shareholders who have not yet tendered their shares to secure the offer consideration of Euro 6.75 per share in cash. Shareholders who have validly tendered their shares will promptly receive the tender offer price of Euro 6.75 per share in cash.

“We are very happy that a large majority of the Integralis shareholders have accepted our offer,” said Akira Arima, Senior Executive Vice President of NTT Com. “Now we look forward to unleash the full potential of our partnership.”

 

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 69 921874 77

 

Phoebe Kebbel
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.

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.