ICT Group N.V. (ICT) announces that all proposed resolutions were adopted during today’s Extraordinary General Meeting of Shareholders (EGM) in connection with the Offer made by a consortium led by NPM capital, under the condition precedent that the Offer is being declared unconditional by the Offeror.
During the EGM, the Offer was discussed. The voting items, all in relation to the Public Offer, included the Merger Resolutions, the future composition of the Supervisory Board and proposed amendments to the Articles of Association.
Because the Merger Resolutions have been adopted, the minimum acceptance level threshold of the Offer has been lowered from 95% to 80% when the Merger Resolutions become in full force and effect as at the closing date or the postponed closing date. Reference is made to Section 6.6(a)(i) of the Offer Memorandum.
Key next steps Public Offer
Shareholders can tender their Shares until 23 July 2021, 17.40 CEST. Within three working days following the closing date the Offeror will announce whether or not it declares the Offer unconditional.
More information can be found in the Offer Memorandum and Position Statement, which are published on the company’s website.
ICT Group N.V. is a leading European industrial technology solutions provider. Our dedicated technical professionals offer our clients services in the field of consultancy, software development,project-based solutions and IT system maintenance. It is our mission to make the world a little smarter every day.
Our specialist knowledge in a variety of industries enables us to realise innovative solutions by linking people, technologies and ideas. With approximately 1,500 dedicated technical specialists in the field, we are capable of building and integrating new and innovative technologies into relevant business solutions for our customers.
Our Industries solutions serve the automotive, manufacturing, high-tech, food, chemicals & pharma, oil & gas and logistics industries. Our Public & Infra solutions are focused on water, rail and road infrastructure as well as public transport and mobility. Across all industries ICT Group offers proprietary industry-specific software solutions, including its own cloud-based platform for IoT, digital transformation and artificial intelligence.
ICT Group N.V. is listed on Euronext Amsterdam and has a presence in the Netherlands, Belgium, Bulgaria, France, Germany, Portugal and Sweden.
For further information:
Carla Stuifzand, marketing director
+31 (0)88 908 2000, E-mail: firstname.lastname@example.org
This press release contains inside information within the meaning of the EU Market Abuse Regulation(596/2014). The information in this announcement is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of ICT Group in any jurisdiction.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Consortium, the Offeror and ICT Group disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither ICT Group, nor the Consortium, nor Offeror, nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. Shareholders in any doubt as to their position should consult an appropriate professional adviser without delay. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.
This press release may include “forward-looking statements” such as statements relating to the impact of this transaction on the Offeror and ICT Group and language that indicates trends, such as “anticipated” and “expected”. These forward-looking statements speak only as of the date of this release. Although ICT Group and the Offeror believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward looking statements. Potential risks and uncertainties include, but are not limited to, the Offeror’s ability to achieve the anticipated results from the acquisition of the Company, the effects of competition (in particular the response to the Transaction in the marketplace), economic conditions in the global markets in which the Offeror and the Company operate, and other factors that can be found in the Offeror’s and the Company’s press releases and public filings. Neither ICT Group nor the Consortium nor the Offeror, nor any of their advisers accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups. Each of the Company, the Consortium and the Offeror expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.