029 Group SE

M&A Activity • Jun 30, 2009

News Details

Takeover Bids | 30 June 2009 07:30

Takeover Offer;

Target company: Integralis AG; Bidder: NTT Communications Deutschland GmbH (still named heptus 125. GmbH)

Release of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG),

transmitted by DGAP – a company of EquityStory AG.

The bidder is solely responsible for the content of this announcement.

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Publication of the decision to issue a Tender Offer

in accordance with Section 10 (1), (2) in connection with Sections 29 Abs.

1, 34 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz)

Bidder:

NTT Communications Deutschland GmbH (still named heptus 125. GmbH)

Bleidenstrasse 6-10

60311 Frankfurt am Main, Germany

registered with the commercial register (Handelsregister) of the local

court (Amtsgericht) of Munich under HRB 177340

Managing Director:

Mr. Nobuaki Suzuki

Contact:

Dr. Matthias Horbach

Skadden, Arps, Slate, Meagher & Flom LLP

An der Welle 3

60322 Frankfurt am Main

Target company:

Integralis AG

Robert-Bürkle-Straße 3

85737 Ismaning, Germany

ISIN DE0005155030

WKN 515503)

registered with the commercial register (Handelsregister) of the local

court (Amtsgericht) of Munich under HRB 121349

Today, NTT Communications Deutschland GmbH (still named heptus 125. GmbH)

has decided to offer to the shareholders of Integralis AG by way of a

voluntary public tender offer to acquire all of their non par-value

registered shares (Namens-Stammaktien ohne Nennwert) in Integralis AG with

a calculated quota of the share capital of Integralis AG of EUR 1.00

against payment of a cash-consideration in the amount of

EUR 6.75

per registered share of Integralis AG.

The tender offer is subject to merger control approval and further

conditions.

The terms and conditions of the voluntary public tender offer will be

advised in the offer document. The offer document will be published on the

Internet (in German and a non-binding English translation) together with

additional relevant information under

http://www.nttcom.de.

In addition, the offer document will be published by means of an

announcement in the German Electronic Federal Gazette (elektronischer

Bundesanzeiger).

At present, NTT Communications Deutschland GmbH (still named heptus 125.

GmbH) holds no shares in Integralis AG.

This announcement is neither an offer to buy nor a request to submit an

offer to sell shares in Integralis AG or any other securities. The final

terms and conditions of the intended offer will be published in the offer

document approval by BaFin. Investors and shareholders in Integralis AG are

strongly advised to read the relevant documents regarding the tender offer

after they have been published by NTT Communications Deutschland GmbH

(still named heptus 125. GmbH) as they will contain vital information.

Investors and shareholders in Integralis AG may review these documents – as

soon as they have been published – on the internet page

http://www.nttcom.de. After its publication, the offer document will also

be made accessible free of charge at an address which is yet to be

determined and will be sent to investors and shareholders in Integralis AG

free of charge upon request.

Frankfurt am Main, 30 June 2009

NTT Communications Deutschland GmbH (still named heptus 125. GmbH)

End of notification

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Shares of Integralis AG are admitted to trading on the general market

segment (prime standard) and on the XETRA system (prime standard) of the

Frankfurt stock exchange. Further the shares of Integralis AG are included

in the OTC segment of the stock exchanges Stuttgart, Düsseldorf, Munich,

Hamburg-Hannover and Berlin-Bremen.

End of WpÜG announcement(c)DGAP 30.06.2009

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Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in

Berlin, Düsseldorf, Hamburg, München und Stuttgart