Integralis has been sold to NTT

Today, NTT Communications Corporation (NTT Com), the wholly owned subsidiary of Nippon Telegraph and Telecom, a global telecommunications and IT services company, and Integralis AG (“Integralis”), a leading international provider of IT security services with sales of Euro 169 million in 2008, announced the signing of a Business Combination Agreement (“BCA”). As part of the agreement, NTT Com agreed to launch a voluntary public takeover offer for all outstanding shares of Integralis, offering Euro 6.75 in cash per share. The offer price represents a 70% premium over the three-month average closing share price of Integralis on the Frankfurt Stock Exchange (XETRA) prior to the date of this announcement.

The offer would value Integralis at an equity value of Euro 75 million based on the number of shares outstanding. NTT Com has already secured irrevocable undertakings from key shareholders including members of the management and supervisory boards of Integralis, representing approximately 30% of the company’s voting rights. After approval by the German Federal Financial Supervisory Authority (BaFin), the acceptance period is expected to start in late July / early August 2009. The offer is subject to certain conditions, including a minimum acceptance threshold of 75%, as well as regulatory approvals. NTT Com expects the acceptance period to end in September 2009. If the tender offer is successfully completed, Integralis will become a subsidiary of NTT Com.

Lincoln International, the exclusive financial advisor to the Executive Board and the Supervisory Board of Integralis, set up a structured sale process and marketed Integralis to a number of interested parties before NTT Com emerged as the most attractive partner and signed the BCA.

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