DGAP-News: itelligence and NTT DATA targeting common global growth

2007. október 23., kedd, 22:32

itelligence AG / Offer


Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG.
The issuer / publisher is solely responsible for the content of this announcement.

itelligence and NTT DATA targeting common global growth
itelligence announces partnership with NTT DATA and supports takeover offer
to shareholders of itelligence AG

-itelligence remains an independent listed company and continues to
implement its successful strategy
-Partnership allows itelligence and NTT DATA to expand their customer basis
-Partnership expands regional positioning at itelligence
-Offer price of EUR 6.20 per itelligence share intended
-Co-founder Herbert Vogel remains CEO

Bielefeld/Germany and Tokyo/Japan - October 23, 2007 - itelligence AG, NTT
DATA and its fully owned subsidiary NTT DATA Europe GmbH & Co. KG have
agreed a far-reaching partnership. Part of the business combination
agreement agreed today is NTT DATA Europe GmbH & Co. KG making a voluntary
public takeover offer for all itelligence shares. After examination of the
offer documents and in line with their legal obligations, itelligence AG
Management Board and Supervisory Board intend to support the offer. After
the conclusion of a successful offer, a close cooperation within the
framework of a cooperation agreement has been agreed. This step shows the
high strategic importance of itelligence AG as one of the leading IT
complete service providers in the SAP environment in a rapidly growing
midmarket segment. As a partner which continues to operate independently in
a strongly growth-oriented NTT DATA Group, with this move itelligence
improves its growth potential in the international arena, particularly in

Strategically an extremely promising partnership

The partnership of itelligence and NTT DATA offers great potential
strategically, both from a geographical and technological perspective, but
also from a customer vantage point. With the objective of developing to
become a global IT innovator, the NTT DATA Group is expanding its
activities world-wide.

-In broadening its activities as SAP Global Partner Services and Hosting,
itelligence AG will benefit from the strong presence of NTT DATA in Asia.
-itelligence AG obtains access to the international customers of NTT DATA,
being able to offer them their services in Europe and the USA.
-The NTT DATA Group benefits from the stronger presence of itelligence AG
in Europe and the USA so as to be able to service its clients on a global
basis, particularly those companies operating in industry and production.

Herbert Vogel, CEO at itelligence details the situation, "The partnership
with NTT DATA allows us to extend further the market position we have
established as SAP Global Partner Services and Hosting, particularly in the
mid-market", and adds, "The two companies are a very good fit. With such a
strong IT group behind us, I am looking forward to being at the helm of
itelligence in the future."

"We are extremely pleased to welcome itelligence as a partner of NTT DATA",
Takashi Enomoto, Executive Vice President, commented the transaction. "The
partnership will leverage the growth potential of both companies. We hold
in high regard the leading position of itelligence in the SAP environment
and the strong market position in the mid-market. We are looking forward to
encouraging the highly talented itelligence employees, supporting them in
expanding business operations at a global level."

Based on partnership and supported by Management Board and shareholders

For NTT DATA it is very important that itelligence remains an independent
listed company with the existing management and all staff. NTT DATA wants
to support the company in its future growth and further development. In the
business combination agreement, a control agreement was expressly excluded
for the next four years. itelligence AG retains its name, its brands and
locations. NTT DATA is aiming to obtain up to two seats on the Supervisory

In agreement with NTT DATA, Herbert Vogel, co-founder and itelligence CEO
of many years and his wife will accept the takeover offer for somewhat more
than half of the shares they held, thus underlining the further commitment
of Mr. Vogel to the company and his employees. The appointment of Herbert
Vogel as member of the Management Board and his appointment as Chairman of
the Management run to 2011, as does his service contract.

The intended offer in brief

-NTT DATA intends to pay EUR 6.20 per itelligence share in a cash offer.
-The offer includes a premium of approximately 47.3 percent on the weighted
average of the Germany stock price, being EUR 4.21, in the three months
prior to the announcement of the offer and of approximately 37.2 percent on
the closing price (XETRA) on Monday, October 22, being EUR 4.52.
-The publication of the offer documentation that needs to be cleared by the
Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) is expected for the
middle of November 2007.
-itelligence expects the transaction to be closed at the beginning of 2008.

The itelligence Supervisory Board has approved the transaction and after
examination of the offer documents and in line with their legal obligations
Management Board and Supervisory Board of itelligence AG intend to
recommend shareholders to accept the offer. It is intended that the
implementation of the offer will, among other things, depend on whether NTT
DATA can acquire at least 50 percent plus one share on a fully diluted
basis. Furthermore, the Business Combination Agreement provides that the
takeover offer shall be subject to further conditions, such as merger
control clearance.

NTT DATA will finance the transaction fully with cash.

The itelligence Management Board has mandated Berenberg Bank with preparing
a fairness opinion.

Joint telephone conference for the press
Herbert Vogel and Takashi Enomoto are happy to be available for you in a
joint telephone conference. The dial-in details are:

Date: Wednesday, October 24, 2007
Time: 11:00 (German time)
Dial-in number: 089 - 2444 32 690
Confirmation code: 56 24 732
The telephone conference will take held in German.

NTT DATA is a listed subsidiary of Nippon Telegraph and Telephone
Corporation ("NTT"). The company offers a broad range of IT services,
including consulting, system integration and IT outsourcing. For the year
ending March 31, 2007, NTT DATA posted sales of approx. 1 billion yen
(around EUR 7.0 billion) and employed more than 22,600 staff. Since 2005,
NTT DATA has made various steps to develop its international business,
including the acquistion of the Revere Group in the USA and Shenzen East
Net Co. Ltd. in China. For more information, visit the NTT DATA website:

About itelligence
itelligence is one of the leading international full-service providers for
solutions in the SAP environment. The company offers its customers tailored
solutions and a service portfolio for the entire life cycle of an IT
investment. As SAP Business, Service and Support Alliance as well as Global
Partner Hosting and Global Partner Services, itelligence has realized
complex projects on a global basis in the SAP environment for over 2,500
customers. itelligence employs more than 1,200 highly qualified staff in 15
countries. In 2006, the company generated total sales of EUR 163 million.
For more information, visit the itelligence website:

Important information

This is neither an offer to purchase nor a solicitation of an offer to sell
shares in itelligence. The terms and conditions of an offer will be
published in the offer document under http://www.nttdataeurope.com only
after the permission of the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has been obtained.
Investors and holders of shares in itelligence AG are strongly advised to
read the relevant documents regarding the takeover offer as soon as they
become available because they contain important information. The
information herein may contain "forward-looking statements", especially
statements on the expected business of itelligence AG or other companies.
These statements are based on the current expectations of the Management
Board of itelligence AG and are inherently subject to uncertainties and
changes in circumstances. itelligence AG does not undertake any obligation
to update the forward-looking statements to reflect actual results, or any
change in events, conditions, assumptions or other factors.

Press contact:
Sara-Lisa Cavallaro, Hering Schuppener Consulting, Tel: +49-69-921874-68
Silvia Dicke, itelligence AG, Tel: +49-521 91 448107
23.10.2007 Financial News transmitted by DGAP


Language: English
Issuer: itelligence AG
Königsbreede 1
33605 Bielefeld
Phone: +49 (0)521 91448-106
Fax: +49 (0)521 91445-201
E-mail: katrin.schlegel@itelligence.de
Internet: www.itelligence.de
ISIN: DE0007300402
WKN: 730 040
Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Stuttgart, München, Hamburg, Düsseldorf

End of News DGAP News-Service


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