NTT Announces All-Cash Offer for 100% of Dimension Data Shares
Tokyo, Japan / London, UK / Johannesburg, South Africa, July 15 2010 – Nippon
Telegraph and Telephone Corporation (“NTT”), one of the largest global telecommunications service providers and Dimension Data Holdings Plc (“Dimension Data”), a global specialist IT services and solutions provider, today announced that they have reached agreement on the terms of a cash offer to be made by NTT for the entire issued and to be issued ordinary share
capital of Dimension Data for approximately GBP 2.1 billion, unanimously recommended by both Boards of Directors. Summary details of the terms of the offer are set out later in this release, with full details contained in the offer announcement issued today, a copy of which can be found on the investor relations section of dimensiondata.com and ntt.co.jp. NTT has
received irrevocable undertakings to accept, procure the acceptance of or recommend the offer from the Dimension Data Directors, Venfin DDHoldings Limited and Allan Gray in respect of, collectively, approximately 52% of Dimension Data's issued shares.
Commenting on the acquisition, Satoshi Miura, President and CEO NTT said, “We are delighted that the board of directors of Dimension Data has unanimously agreed to support our offer for Dimension Data. By leveraging the complementary strengths of both companies, we are confident that we will provide end-to-end, global-one-stop and high quality ICT services. Dimension Data and NTT share the common vision to create new services and
values to succeed in the coming age of cloud computing. Our combined strength will allow us to accelerate execution of our strategies to achieve our shared vision. We have established a strong relationship between the management of Dimension Data and that of NTT. We are looking forward to welcoming the management and employees of Dimension Data to the enlarged NTT Group.
“Together, NTT and Dimension Data define a new industry standard for IT service quality, delivery, and support. NTT’s network carrier capabilities and assets coupled with Dimension Data’s global system integrator expertise create an incredibly powerful and unprecedented combination of capabilities and skills. The combined companies will hold a strong competitive position serving global corporations’ moving to managed infrastructure services and cloud computing”, commented Jeremy Ord, Executive Chairman, Dimension Data.
Ord further added, “We believe our alliance with NTT will now allow Dimension Data to accelerate the execution of our medium and long-term strategy at a rapid pace. NTT and Dimension Data have a shared vision of how the market will evolve. The combination of NTT’s global resources and Dimension Data’s system integrator capabilities is an extremely powerful combination.”
Brett Dawson, CEO of Dimension Data commented, “NTT recognises the value of Dimension Data’s entrepreneurial culture and business model; our operational processes, brands, and methodologies will all remain. NTT provides a world class, IT and communications platform globally while Dimension Data brings expertise and capabilities in specialist managed IT infrastructure and services. We are very excited to begin collaborating with
NTT to expand and deliver this joint value to our clients.”
1. Purpose of the Acquisition
NTT believes that this integration between NTT and Dimension Data will create a
substantially expanded global business for corporate users.
（1） The strengths of NTT and Dimension Data complement each other in a fitting way.
Firstly, NTT Group has developed its business globally with a central focus on managed network services, data centers, system integration and mobile services. Dimension Data however focuses on the development, operation and maintenance of IT infrastructure, including network devices and servers at the clients’ site. Thus the service solutions of both companies do not substantially overlap. Secondly, NTT Group’s business mainly
focuses on Asia and also covers Europe and the USA, whereas Dimension Data (which similarly covers Asia, Europe and the USA) also covers Africa, the Middle East and Australia. Thus the coverage areas of the two businesses also complement each other.
Exploiting this synergy together, Dimension Data and NTT will become a one-stop
provider of a broad and high-quality end-to-end total ICT services offering. Thirdly, NTT Group has a client base with Japanese companies and multinational corporations, thereby providing cross-border solutions. On the other hand, Dimension Data provides services and solutions to locally based and multinational and global clients around the world. Therefore, together our client coverage will be sufficiently diverse.
（2） Dimension Data has established its status in the global ICT Market within a short period since it was founded in 1983. NTT will aim to accelerate the growth of NTT Group’s global business by leveraging Dimension Data’s entrepreneurial sprit and corporate culture, and by realising the synergies between these two companies.
（3） The ICT industry is about to enter a time of revolutionary change with the advent of cloud computing. As such the dominant ICT enterprises are attempting to integrate business domains beyond their existing framework and are trying to secure a leading position as a main player in ICT. In this time of revolutionary change, Dimension Data and NTT aim to establish an unrivalled leadership position by taking advantage of our complementary relationship and developing and providing total ICT services which are compatible with this age of cloud computing. Furthermore, Dimension Data and NTT aim to accelerate this change through the collaboration of our abilities in R&D, the abilities of
NTT DOCOMO in providing mobile services and NTT DATA in developing applications.
2. Acquisition Price
The offer price for each ordinary share in Dimension Data is expected to be 120 pence and the total acquisition price is expected to be approximately up to GBP 2,120 million (approximately Zar 24,385million using an exchange rate of Zar 11.5024 to GBP 1, or approximately JPY 286,000 million using the exchange rate of JPY135 to GBP 1).
3. Procedure for the Acquisition
It is intended that the Acquisition be implemented by means of a recommended cash offer to all of Dimension Data’s shareholders for each ordinary share in Dimension Data. The Offer is subject to certain conditions including valid acceptances of the Offer being received in respect of not less than 90 percent of the shares in Dimension Data to which the Offer relates
(such threshold may not be lowered to 50 percent or less) and approvals from the relevant competition authorities being obtained.
As a result of the Acquisition, if NTT acquire 90 percent or more of the shares in Dimension Data to which the Offer relates, NTT intends to exercise its right pursuant to the UK Companies Act 2006 and the South African Companies Act to compulsorily acquire the remaining shares in Dimension Data in respect of which the Offer has not been accepted on the same terms as the Offer. If the Offer becomes or is declared unconditional and sufficient
acceptances under the Offer are received, Dimension Data intends to file an application to cancel Dimension Data’s listings on the London Stock Exchange and Johannesburg Securities Exchange.
4. Schedule until the completion of the Acquisition
NTT expect that the Acquisition process will be completed by the end of October 2010. The actual schedule may however differ from this expected schedule for certain reasons such as the status of acceptances of the Offer by the shareholders of Dimension Data.
5. Financing
The Acquisition price will be funded using a combination of our existing cash resources and loan facilities arranged by the Bank of Tokyo-Mitsubishi UFJ, Ltd, for the purpose of the Offer.
6. Effect on NTT’s performance
NTT will announce the specific effect of the Acquisition on its performance in this fiscal year (ending March 31,2011) immediately after the completion of the process of the Acquisition.