Gleiss Lutz is advising NTT DATA EUROPE GmbH & Co. KG, a wholly-owned subsidiary of the listed Japanese IT company NTT DATA CORPORATION, on its voluntary public acquisition offer to purchase all outstanding shares of itelligence AG. itelligence is a leading full-service provider of SAP solutions.
NTT DATA acquired a majority stake in itelligence in 2008 by means of a voluntary public takeover offer and currently holds approx. 81 per cent of the shares. NTT DATA is offering all remaining shareholders a cash consideration of EUR 10.80 per share. NTT DATA is also prepared to grant all shareholders who accept the offer a price adjustment in case the mandatory compensation in connection with a squeeze-out or a similar structural measure exceeds the offer price in the future. Herbert Vogel, CEO of itelligence, has irrevocably undertaken to accept the offer for all shares in itelligence AG held by him (approx. 2 per cent).NTT DATA’s aim is to own at least 95 per cent of the registered share capital and voting rights of itelligence AG upon completion of the offer. This amount is required to carry out a squeeze-out in accordance with the German Stock Corporation Act.
The acquisition offer is still subject to the approval of the offer document by the Federal Financial Supervisory Authority (BaFin).
The following team of Gleiss Lutz lawyers advised NTT DATA: Martin Hitzer (partner, M&A, Düsseldorf), Dr. Michael Burian (partner, M&A, Stuttgart, both lead), Dr. Stefan Mutter (partner, corporate), Dr. Holger Düchting, Patrizio Caruso (both M&A), Dr. Carsten Kruchen (corporate, all Düsseldorf).
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