PARIS, FRANCE: Sopra Steria has agreed on a recommended public offer to be made to acquire all of the issued and outstanding ordinary shares in the capital of Ordina N.V. for EUR 5.75 in cash per share. This represents a total consideration of approximately EUR 518 million. Sopra Steria has fully committed financing with existing cash and credit facilities.

Sopra Steria is a European leader in the field of technology, renowned for its consulting, digital services and software development.

Ordina is the digital business partner that harnesses technology and market know-how to give its clients an edge.

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 €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.

Sopra Steria and Ordina believe that combining the BeNeLux businesses is highly attractive and will accelerate their strategies. Both parties believe that the combination will have an overall improved position in the BeNeLux and will provide significant strategic benefits.

The combination will be focused on capturing the significant growth potential in the BeNeLux digital services market estimated at approx. €31 billion in 2022 for 28 million inhabitants, with approx. 8% growth per year for the next 3 years3. By way of comparison, the French market stands at €44 billion per year for 68 million inhabitants.

Cyril Malargé, CEO Sopra Steria said: “I am enthusiastic about the proposed acquisition of Ordina. The benefits it will have for all stakeholders of both companies is tangible.

The improved positioning that will result from the combination will help us to capture the significant growth opportunities in the BeNeLux market and contribute to the continued development of Sopra Steria in Europe.

The combination of the offers will create greater value to customers. From a culture perspective, we share with Ordina the same entrepreneurial spirit, values, and focus on local proximity with clients. We aim to foster a seamless fit between the employees of both companies and talents and leaders from Sopra Steria, Tobania and Ordina will have key roles to play in making this combination a success. I look forward to working closely with Jo Maes and all of the teams to take this new combination to the next level.”

The size of the market, the weight of public sector and financial services clients and the presence of European institutions make this geographical region a strategic development area for Sopra Steria. In particular, the acquisition of Ordina would significantly strengthen the public sector and financial services segments, where Ordina generates 42% and 26% of its revenues respectively.

Sopra Steria has an objective to expand its activities in Europe to develop its market share in geographical areas where there is significant growth potential. Strategic size in certain countries will help to strengthen the strategic nature of the relationship with targeted clients and the ability to recruit the required talents by building a strong employer brand. Strengthening Sopra Steria’s presence in the BeNeLux would meet this dual objective. It would also support Sopra Steria’s European ambition with a credible positioning in the field of digital sovereignty and trust.

The proposed acquisition would also contribute to balancing Sopra Steria’s geographical portfolio. On a pro forma basis, Sopra Steria’s revenue including Ordina would be distributed as follows: 39% in France, 15% in the United Kingdom, 11% in BeNeLux, 8% in Scandinavia, 7% in Germany, 8% in the rest of Europe and 12% in software.

Jo Maes, CEO of Ordina: “Today’s announcement marks an important step for Ordina. As we are making great progress on our way to become a digital business partner for our clients, we believe that combining forces with Sopra Steria will enable us to accelerate this strategy.

Combining our current operations in the BeNeLux with those of Sopra Steria and the recently acquired Tobania will allow to fully benefit from the reach, scale and resources of our combined businesses. I look forward to work closely with Michel Lorgeré as my deputy CEO.

As such, this transaction will enable us to take a leap forward, also bringing along enhanced career opportunities for our employees. We shall continue to foster our culture of excellence, where qualified employees are offered attractive opportunities. With an integration committee of representatives from all three companies we will ensure a swift integration to capitalize on the strengths of the entire organization and further pursue the transformation of the combined entity into a digital business partner of choice.”