Paris, France and Nieuwegein, the Netherlands, 17 July 2023 - Publication of the Offer Memorandum – Offer to be discussed at the EGM on 6 September 2023 – Offer Period ends at 17:40 hours CET on 26 September 2023, unless extended.
With reference to the publication of the Offer Memorandum today, Sopra Steria and Ordina are pleased to jointly announce they have obtained AFM approval for the Offer Memorandum. With that, the Offeror is now officially launching the recommended public offer to all holders of Ordina’s issued and outstanding Shares at an offer price of EUR 5.75 (five euros and seventy-five eurocents) in cash per Share cum dividend1 (without interest and less mandatory withholding tax payable under applicable law (if any)) (the "Offer Price"), on the terms and subject to the conditions and restrictions as set forth in the Offer Memorandum (the "Offer"). Shareholders of Ordina can tender their Shares under the Offer during the Offer Period, which runs from 19 July 2023 to 26 September 2023. Completion of the Offer is expected in the second half of 2023.
SECTOR: [PASS] Ordina is neither a technology nor a financial Company, and therefore this methodology is applicable.
SALES: [PASS] The investor must select companies of "adequate size". This includes companies with annual sales greater than €260 million. Ordina's sales of €395 million, based on 2021 sales, pass this test.
CURRENT RATIO: [FAIL] The current ratio must be greater than or equal to 2. Companies that meet this criterion are typically financially secure and defensive. Ordina's current ratio €112m/€87m of 1.3 fails the test.
LONG-TERM DEBT IN RELATION TO NET CURRENT ASSETS: [FAIL] For industrial companies, long-term debt must not exceed net current assets (current assets minus current liabilities). Companies that do not meet this criterion lack the financial stability that this methodology likes to see. Ordina had no long-term debt, but due to IFRS 16 rules now posts lease obligations as a debt of €27m, the net current assets are €25 million. Ordina just fails this test.
LONG-TERM EPS GROWTH: [FAIL] [PASS] Companies must increase their EPS by at least 30% over a ten-year period and EPS must not have been negative for any year within the last 5 years. Companies with this type of growth tend to be financially secure and have proven themselves over time. Ordina made a loss in 2013 and 2015, but has grown since then.
EARNINGS YIELD: [PASS] The Earnings/Price (inverse P/E) %, based on the lesser of the current Earnings Yield or the Yield using average earnings over the last 3 fiscal years, must be "acceptable", which this methodology states is greater than 6,5%. Stocks with higher earnings yields are more defensive by nature. Ordina's E/P of 7% (using this year's estimated earnings) fails this test.
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