Sopra Steria Group and Ordina agree on all-cash public offer

On 21 March 2023, Sopra Steria Group S.A. (Sopra Steria) and Ordina N.V. (Ordina) announced that they had reached a conditional agreement on a recommended all-cash public offer to be made by Sopra Steria for all ordinary shares in the capital of Ordina at an offer price of EUR 5.75 ex- proposed dividend per share. 

Ordina’s two largest shareholders, Teslin Participaties Coöperatief U.A. and Mont Cervin S.à r.l., together holding approx. 26% of the issued and outstanding Ordina shares, and Ordina's CEO and CFO have each irrevocably agreed to tender their shares into the offer. The Offer Memorandum is expected to be published in Q2 2023. Subject to the necessary approvals, Sopra Steria and Ordina anticipate that the offer will close in the second half of 2023.

Sopra Steria, a European Tech leader recognised for its consulting, digital services and software development, helps its clients drive their digital transformation to obtain tangible and sustainable benefits. It provides end-to-end solutions to make large companies and organisations more competitive by combining in-depth knowledge of a wide range of business sectors and innovative technologies with a fully collaborative approach. Sopra Steria places people at the heart of everything it does and is committed to putting digital to work for its clients in order to build a positive future for all. With 50,000 employees in nearly 30 countries, the Sopra Steria Group generated revenue of EUR 5.1 billion in 2022.

Ordina is a digital business partner that harnesses technology and market know-how to give its clients an edge. Ordina does this by using smart solutions to connect technology, business challenges and people. Ordina helps its clients to accelerate, to develop smart applications, to launch new digital services and ensure that people embrace those services. Ordina was founded in 1973. Its shares are listed on Euronext Amsterdam and are included in the Smallcap Index (AScX). In 2022, Ordina recorded revenue of EUR 429 million.

The combined operations, comprising Sopra Steria's existing business in the Benelux, its recent acquisition Tobania (finalised in March 2023) and Ordina, will create a partner of choice in digital services in the region with a pro forma revenue of EUR 700 million and more than 4,000 employees spread almost equally between the Netherlands and Belgium. In Luxembourg, the combination would reach a strategic size of 300 employees. 

The offer represents a total consideration of approximately EUR 518 million.

Houthoff is advising Sopra Steria together with Van Bael & Bellis. The team includes Alexander Kaarls, Willem Liedenbaum, Bram Caudri, Jeroen van Mourik, Brendan Maloney, Kasper van der Sanden, Manouk Alderliesten and Sebastiaan Wuyts.