Rotterdam/Amsterdam/Maarsbergen, the Netherlands, 28 May 2021 – Publication of the Offer Memorandum – Offer to be discussed at the EGM on 9 July 2021 – Offer Period ends on 23 July 2021, unless extended
Transaction highlights
Recommended all-cash public offer by the Offeror for all the issued and outstanding ordinary shares in ICT Group of EUR 14.50 (cum dividend) per share, adjusted to EUR 14.10 in cash per Share for the dividend of EUR 0.40 per Share
Offer Period runs from 31 May 2021 to 23 July 2021. Completion of the Offer is expected in Q3 2021
The Offer Price represents a premium of approx. 31.8% to the ICT Group closing share price on Thursday 4 March 2021 and a premium of approx. 52.8% to the 6-month average daily volume weighted share price, delivering immediate, certain and attractive value to ICT Group’s shareholders
The Executive Board and Supervisory Board of ICT Group fully support the Transaction and
Unanimously recommend shareholders to accept the Offer and vote in favour of the resolutions to be proposed at the extraordinary general meeting of shareholders (the “EGM”)
ICT Group will hold the EGM at 11:00 hours CEST on 9 July 2021
The Consortium is committed to support and accelerate ICT Group's strategy of driving organic growth and growth through acquisitions and intends to make equity financing available in the amount of up to EUR 200 million to actively support ICT Group in pursuing add-on acquisitions
Teslin, holding approx. 19.3% of the Shares, has irrevocably committed to tender or contribute its Shares to the Offeror, and Mavawe B.V., holding approx. 6.4% of the Shares, has irrevocably committed to tender its Shares under the Offer
Following completion, NPM Capital will hold approx. 83% and Teslin Acquisition approx. 17% in the Consortium
The works council of ICT Group has provided its positive advice in respect of the Offer and the Merger and Liquidation
The Offer is subject to certain conditions, including a minimum acceptance level of 95% of the Shares, to be lowered to 80% if the Shareholders approve the Merger and Liquidation at the EGM. If the Offeror obtains 95% or more of the Shares it will initiate the statutory buy-out proceedings and if it obtains between 80% and 95% it will implement the Merger and Liquidation, if approved by the Shareholders
With reference to the publication of the Offer Memorandum today, the Offeror and ICT Group jointly announce that the Offeror is making a recommended public cash offer to all holders of issued ordinary Shares (the “Shares”, and each holder of such Shares, a “Shareholder”) in the share capital of ICT Group at an offer price of EUR 14.50 (cum dividend) in cash per Share, adjusted to EUR 14.10 in cash per Share for the dividend of EUR 0.40 per Share (the “Offer”). Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

ICT CONVENES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
ICT Group N.V. (ICT) today published the convocation for its Extraordinary General Meeting of Shareholders (EGM) that will be held on 9 July 2021 at 11:00 in Rotterdam, the Netherlands. The EGM is convened in connection with the Public Offer made by a consortium led by NPM capital, which was officially launched today. The Offer Memorandum and the Position Statement have been published on the company’s website.

The EGM will be held at the Groothandelsgebouw, Engels Meeting & Conference Center, Stationsplein 45 in Rotterdam, if circumstances in relation to COVID-19 measures allow. ICT will closely monitor this situation and act in line with what is deemed appropriate by the designated authorities. As currently permitted under the emergency legislation, ICT may decide to hold the EGM virtually only, ultimately on the day before the record date. ICT will inform shareholders through the Company’s website if any changes regarding the EGM occur.

On the Company’s website you will find further information with regard to registration and instructions how to submit votes. All documents, including the agenda, an explanation of the agenda items as well as the accompanying documents are available on the website.

-0-0-0-