| Mon 27 Sep 2010, 10:30 | | DDT - Dimension Data Holdings Plc - Satisfaction of Condition Recommended Cash |
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DDT
DIDDT
DDT - Dimension Data Holdings Plc - Satisfaction of Condition, Recommended Cash
Offer for Dimension Data by NTT
Dimension Data Holdings Plc
Incorporated in Great Britain under the Companies Act 1985
Registration Number: 3704278
Share Code: DDT
Issuer code: DIDDT
ISIN number: GB0008435405
("Dimension Data" or "the Company")
SATISFACTION OF CONDITION, RECOMMENDED CASH OFFER FOR DIMENSION DATA BY NTT
Not for release, publication or distribution, in whole or part, in, into or from
any jurisdiction where to do so would constitute a violation of the relevant
laws in that jurisdiction
27 September 2010
RECOMMENDED CASH OFFER FOR DIMENSION DATA HOLDINGS PLC ("DIMENSION DATA") BY
NIPPON TELEGRAPH AND TELEPHONE CORPORATION ("NTT")
Satisfaction of Condition
On 12 August 2010, NTT and Dimension Data announced the publication of the offer
documentation in connection with the recommended cash Offer by NTT for the
entire issued and to be issued share capital of Dimension Data.
NTT and Dimension Data are pleased to announce that they have obtained
confirmation from the Committee on Foreign Investment in the United States
("CFIUS") that there are no unresolved US national security concerns with
respect to the Offer, and that CFIUS has concluded its review of the Offer on
that basis. Accordingly the related CFIUS condition to the Offer has been
satisfied.
At the time of publication of the Offer Document, the Offer was conditional upon
a number of regulatory clearances. All these regulatory clearances have now been
received.
This follows (i) the expiration of the applicable waiting period under the
United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended)
announced by NTT and Dimension Data on 12 August 2010, (ii) the necessary
antitrust clearance from the European Commission announced by NTT and Dimension
Data on 19 August 2010, (iii) the notification from the Foreign Investment
Review Board that there are no objections to the Offer under Australia`s foreign
investment policy announced by NTT and Dimension Data on 19 August 2010, (iv)
the approval of the Offer by the Exchange Control Department of the South
African Reserve Bank and the South African Minister of Finance announced by NTT
and Dimension Data on 26 August 2010 (v) the approval of the Offer by the South
African Competition Tribunal announced by NTT and Dimension Data on 23 September
2010, and (vi) the confirmation from the Independent Communications Authority of
South Africa that the Offer does not require its` prior approval announced by
NTT and Dimension Data on 23 September 2010. The Offer remains conditional upon
the satisfaction or, if permitted, waiver of the remaining conditions to the
Offer contained in the Offer Document.
Defined terms used but not defined in this announcement have the meanings set
out in the Offer Document.
For further information:
NTT - Global Business Strategy Office
Telephone: +81 3 5205 5191
Morgan Stanley (Financial Adviser to NTT)
Laurence Hopkins (London)
Telephone: +44 20 7425 8000
Hironobu Wakabayashi (Tokyo)
Telephone: +81 3 5424 5000
Risana Zitha (Johannesburg)
Telephone: +27 11 587 0800
Dimension Data
Patrick Quarmby
Telephone: +27 11 575 0000
David Sherriffs
Telephone: +27 11 575 0000
J.P. Morgan Cazenove(Financial Adviser and Corporate Broker to Dimension Data)
Michael Wentworth-Stanley (London)
Telephone: +44 20 7588 2828
David Harvey-Evers (London)
Telephone: +44 20 7588 2828
Grant Tidbury (Johannesburg)
Telephone: +27 11 507 0300
Mitsubishi UFJ Morgan Stanley Securities Co. Ltd, Morgan Stanley & Co. Limited
and Morgan Stanley South Africa (Proprietary) Limited (together, "Morgan
Stanley") are acting as exclusive financial advisers to NTT and no one else in
connection with the Offer and will not be responsible to anyone other than NTT
for providing the protections afforded to clients of Morgan Stanley nor for
providing advice in connection with the Offer, the contents of this announcement
or any matter referred to herein.
J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and which is authorised and regulated by the UK Financial
Services Authority, is acting for Dimension Data and no-one else in connection
with the Offer and this document and will not be responsible to anyone other
than Dimension Data for providing the protections afforded to clients of J.P.
Morgan plc or for providing advice in relation to the Offer, the contents of
this announcement or any matter referred to in this document.
The Offer will be made in the United States in reliance on, and compliance with,
Section 14(e) of the Exchange Act and Regulation 14E thereunder. The Offer will
not be extended to, and may not be accepted by, holders of Dimension Data`s
American Depositary Receipts.
The Offer relates to the shares of a UK company and will be governed by English
law. The Offer will primarily be subject to the disclosure requirements and
practices applicable in the UK to takeover offers, which may differ from the
disclosure requirements of the SRP and the United States. Furthermore, the
payment and settlement procedures with respect to the Offer will comply with the
relevant United Kingdom rules, which differ from United States payment and
settlement procedures.
Publication on Website
A copy of this announcement will be made available, free of charge, on NTT`s
website at http://www.ntt.co.jp/ir/index_e.html by no later than 12.00 noon
(London time) on 28 September 2010.
Date: 27/09/2010 10:30:01 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
