Sopra Steria Group Sa · EURONEXT:SOP
Sopra Steria Group Sa — Merger or Acquisition (March 2023)
8 slides from Sopra Steria Group Sa's merger presentation, Mar 21, 2023
Slide 1: Acquisition of Ordina
Acquisition of Ordina March 21, 2023
Slide 2: Acquisition project outline
Acquisition project outline Signing of a Merger Protocol on March 21th 2023 Merger protocol o Related to the acquisition of 100% of the ordinary shares in the capital of Ordina N.V. and its affiliates Offer reviewed and recommended by Ordina’s Board of Directors o Our offer price stands at €5.75
Slide 3: A historical and recognized player in the BeNeLux
A historical and recognized player in the BeNeLux Overview Key figures Founding date: o Operates in the Netherlands, Belgium and €429.4m 2022 Revenue (+8.9% y-o-y) 1973 Luxembourg HQ: €35.4m 2022 EBIT (8.2% EBIT margin) o Offers a range of services including IT consulting, Nieuwegein digital bus
Slide 4: Highly cash generative business model
Highly cash generative business model Revenue EBIT1 +7.8% CAGR 20-22 +6.4% CAGR 20-22 429 8.5% 9.1% 8.2% 394 369 Highly cash generative model 31.2 35.8 35.4 Strong annual 2020 2021 2022 2020 2021 2022 revenue growth Net profit Free cash flow No financial +3.5% CAGR 20-22 Cash generation 2 inde
Slide 5: Strategic reinforcement in the BeNeLux
Strategic reinforcement in the BeNeLux Creation of a new player of choice in the BeNeLux with a position very close to Top 10 Key €700m combined figures Estimated pro forma Top 141 player in Top 61 player in > 4,000 combined revenues the Netherlands Belgium FTES in BeNeLux The Netherlands Belgium 26
Slide 6: European expansion through a balanced geographical portfolio, with a strong position in digital sovereignty and trust
European expansion through a balanced geographical portfolio, with a strong position in digital sovereignty and trust BUILDING A BALANCED GEOGRAPHICAL PORTFOLIO RATIONALE 2022 revenue pro form a Focus on strategic clients 2 - Key Ordina customers account for ~45% of Revenue Software 1 - Very stable
Slide 7: A sound combination with both revenue and operational complementarities
A sound combination with both revenue and operational complementarities Access to a larger and more important business potential in Public sector, Defence & Security, Financial Reaching strategic size Services in key sectors Capitalisation on transnational business expertise (police, banking…) En
Slide 8: Key components of the tie-up with Ordina N.V.
Key components of the tie-up with Ordina N.V. Recommended public cash offer followed by customary pre-wired back-end acquisition of 100% of Ordina N.V.'s business SHARE OWNERSHIP TRANSACTION SCHEDULE KEY TERMS IMPACT ON SOPRA STERIA STRUCTURE As of March 20, 2023 March 21 Block purchase price1: 2024
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