This is a joint press release by ICT Group N.V. (“ICT Group” or the “Company“), NPM Investments XI B.V. (the “Offeror“) (a wholly-owned subsidiary of NPM Capital N.V. (“NPM Capital“)) and Teslin Ipanema Acquisition B.V. (“Teslin Acquisition”) (a wholly-owned subsidiary of Teslin Participaties Coöperatief U.A. (“Teslin“), and together with NPM Capital the “Consortium“) pursuant to the provisions of Section 7, paragraph 1 sub a of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree“) in connection with the intended recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of ICT Group. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in ICT Group. Any offer will be made only by means of an offer memorandum (the “Offer Memorandum“) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the “AFM“). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.
Rotterdam/Amsterdam/Maarsbergen, the Netherlands, 1 April 2021
Reference is made to the joint press release issued by ICT Group and the Consortium led by NPM Capital on 5 March 2021 in respect of the intended public offer to be made by the Offeror for all the issued and outstanding ordinary shares in the capital of ICT Group (the “Shares”) at an offer price of EUR 14.50 (cum dividend) (the “Offer”). As announced in its 5 March 2021 press release on the annual results, ICT Group proposes a EUR 0.40 dividend per Share for the 2020 financial year which will be brought to a vote at the annual general meeting of 12 May 2021, as convened on 31 March 2021 (see www.ict.eu). If the proposal is adopted at the annual general meeting, the offer price to be received by the shareholders of ICT Group (if and when the Offer is made and declared unconditional) will be adjusted to EUR 14.10 per Share.
Pursuant to the provisions of Section 7, paragraph 1 sub a of the Decree, which requires a public announcement, including a status update on an intended public offer within four weeks after the offer is announced, ICT Group and the Consortium hereby provide this joint update on the Offer.
The Consortium and ICT Group confirm that they are making good progress on the preparations for the Offer. A request for review and approval of the Offer Memorandum will be filed with the AFM today.
The Consortium and ICT Group further announce that they have obtained the unconditional approval of the Netherlands Authority for Consumers & Markets (Autoriteit Consument & Markt) in connection with the Offer. Consequently, the competition clearance required to close the Offer, if and when made, has been obtained. In addition, ICT Group’s works council has been requested to render its advice on the intended decision of ICT Group’s executive board and supervisory board to support the transaction and recommend the Offer.
Based on the required steps and subject to the necessary approvals, the Consortium and ICT Group anticipate that the Offer will close in Q3 2021.