News
NTT Communications announces agreed takeover offer in cash for Integralis AG
June 2009 by Marc Jacob
NTT Communications Corporation (NTT Com), the wholly-owned subsidiary of Nippon Telegraph and Telephone Corporation, and Integralis AG, an international provider of IT security services, announced the signing of a Business Combination Agreement. As part of this agreement, NTT Com agreed to launch a voluntary public takeover offer for all outstanding shares of Integralis, offering Euro 6.75 in cash per share. The offer price represents a 70 percent premium over the three-month average closing share price on the Frankfurt Stock Exchange (Xetra) prior to the date of this announcement and a 35 percent premium over the closing price (Xetra) on 29 June 2009. Based on the number of Integralis shares outstanding, the offer would represent an equity value for Integralis of approximately Euro 75 million. NTT Com has already secured irrevocable undertakings from key shareholders including all members of the management and supervisory board of Integralis, representing approximately 30 percent of the company’s voting rights.
The acceptance period is expected to start in late July/early August 2009 after approval by the German Federal Financial Supervisory Authority (BaFin). The offer is subject to certain conditions, including a minimum acceptance threshold of 75 percent, as well as regulatory approvals. NTT Com expects the acceptance period to end in September 2009. If the tender offer is successfully completed, Integralis will become a subsidiary of NTT Com. The existing management board of Integralis will continue to run the business of the company.
Increasing importance of enterprise security services
As a result of the offer, Integralis will enhance NTT Com’s global services offering through a market-leading security services platform, thus addressing a key demand of NTT Com’s corporate customers. According to research companies, Integralis is one of the most important players globally in the area of enterprise security services. Given the exponential growth of viruses, spam, phishing and hacking, these security services increasingly gain importance for companies. With the acquisition of Integralis, NTT Com would be able to service its clients around the world with this strategically important security service. Customers of NTT Com will, for example, benefit from Integralis worldwide network of security operation centers, which provide a 24 hour service for multinational companies.
Growth opportunities with multinational companies
After the transaction, Integralis will become a lead global IT security unit within NTT Com and will gain access to the large customer base of NTT Com.
Successful track record of NTT in Germany
The planned takeover of Integralis is not the first acquisition that a company from the NTT Group undertakes in Germany: In early 2008, NTT DATA, a sister company of NTT Com, acquired a majority stake in German SAP specialist itelligence. In the same year, the acquisition of a majority stake in Cirquent, the former IT consulting unit of BMW, followed. Both companies have performed very well since the beginning of the cooperation.
