| EXPANDED STOCK EXCHANGE ANNOUNCEMENT - EDB BUSINESS PARTNER ASA - ACQUISITION OF IS PARTNER AS |
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(Oslo, 11 January 2008) Reference is made to the company's stock exchange announcement of 9 January 2008 in respect of the acquisition of IS Partner AS. EDB Business Partner ASA has prepared this announcement in accordance with the requirements of the Oslo Børs rules on Continuing Obligations, Sections 3.41 to 3.4.3 (acquisitions that exceed 5% of assets, operating revenue or annual profit). The announcement does not represent any change to the content of the 9 January announcement, but provides somewhat more detailed information.
About the transaction:
EDB Business Partner ASA, company registration number 934 382 404 ("EDB") entered into an agreement on 8 January 2008 with StatoilHydro ASA, company registration number 923 609 016, to purchase 100% of the share capital of IS Partner AS, company registration number 986 369 694 ("IS Partner").
EDB will pay NOK 1,192 million for the shares (Enterprise Value), adjusted for debt and liquid assets at the time of acquisition. The consideration will be settled by transfer of funds to the seller's bank account at the time of acquisition. The purchase will be financed by EDB's liquid assets and new credit facilities.
The agreement is conditional on approval by the Norwegian competition authorities. EDB expects to carry out the acquisition of the shares in IS Partner before the end of the first quarter of 2008. If the conditions precedent for implementing the agreement are not satisfied by 1 July 2008, the parties will no longer be under any obligation to carry out the transaction.
About IS Partner's business, board of directors and management
IS Partner is the leading IT environment in Norway for the oil and gas sector, and offers major international potential. IS Partner delivers a complete range of services for the entire value chain, and has in-depth expertise in consulting, development and operations. The company has extensive and broadly based global industrial expertise in terms of both business and work processes, including extensive SAP and Oracle expertise. IS Partner specialises in services for industrial customers, including the oil and gas sector, and has sound international vendor experience. The company's largest customers are StatoilHydro, Hydro, Yara, Borealis and Polymers. The company has 1,000 employees, of which 640 are permanent employees and 360 are consultants on contract. IS Partner operates from its head office in Oslo. The company also has facilities in Bergen and Porsgrunn, and has a presence in 50 countries around the world.
The business was first established as Hydro IS Partner in 1999 on the basis of Hydro's IT unit Hydro Data. In 2003, the business was transferred to and subsequently carried on by an independent legal entity, owned at that time by Hydro. As a result of the merger of the oil and gas activities of Statoil and Hydro, the company was renamed IS Partner in 2007.
IS Partner's Chief Executive Officer, Ivar Arne Børset, will continue to run the company and will be a member of EDB's executive management team.
The company's Board of Directors is as follows:
The company's executive management is as follows:
2006 key figures for IS Partner in NOK*:
Operating revenue: 1,398,200,000
Profit for the year: 42,600,000
Total assets: 1,438,600,000
The figures reported are as at 31.12.2006 based on consolidated figures for the business to be acquired.
IS Partner does not have any material assets or liabilities that are not included in its balance sheet.
No agreements have been entered into in connection with the acquisition for the benefit of the executive management or members of the board of directors of either EDB or IS Partner.
Significance of the acquisition of IS Partner for EDB:
The acquisition creates new opportunities for EDB as a supplier to larger industrial customers in both the Norwegian and international markets. The transaction gives EDB a sound platform for continuing profitable growth in the years ahead. The oil and gas sector accounts for 25% of Norwegian GDP, and this will be a large and very attractive market for IT services. IS Partner will bring to EDB its strong expertise for industrial customers, and this combined with EDB's technology expertise will make EDB a very competitive supplier for major industrial customers.
The agreement secures long-term deliveries to key customers. StatoilHydro, Hydro and other major customers have entered into long-term contracts with IS Partner for IT services which will continue under EDB's ownership. IS Partner entered into an agreement on 1 January 2008 to supply IT services to StatoilHydro for a 4-year period. Hydro signed a 5-year agreement with IS Partner in October 2007, and a number of other customers have also entered into multi-year agreements with IS Partner. The company has an estimated order backlog of approximately NOK 3 billion
Contact persons:
Kristian Kuvaas Johansen, EVP and CFO. Tel: + 47 476 03 334
Geir Remman, EVP - Corporate Communications. Tel: + 47 970 55 017
For further information on the transaction, see: www.edb.com
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