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Netherlands -DPA asks ICT Automatisering to meet shareholders on Brandfort buy

23 December 2013

Dutch staffing firm DPA Group (AMS:DPA), which is pursuing a merger with ICT Automatisering (AMS:ICT), has asked the software developer to convene an extraordinary shareholders' meeting over its proposed purchase of rival Brandfort.

Although ICT is not obliged to hold such a meeting, DPA, which owns 20.4% of the software firm, wants shareholders to pronounce on the transaction and its financial terms. If they vote against the takeover of Brandfort, DPA is ready to make a renewed offer for ICT at EUR 2.0 per share in cash and two DPA shares for each ICT unit held. The bid values ICT at EUR 5.23 per share, based on its closing share price on Tuesday. ICT shares were at EUR 4.75 this morning.

If ICT decides to proceed with Brandfort's takeover without taking into account the vote of shareholders, DPA will reconsider its position. ICT announced earlier this month it had reduced its offer for Brandfort after due diligence showed weaker financial performance.

Brandfort is a medium sized engineering company with 250 employees and sales of €17.4 million in 2012 and with a margin of 7%. Brandfort is privately held by Jan Brand, the founder of Brunel, another large engineering staffing business. The company operates under three brands; ACE, BRACE and BDF primarily concentrated in the Netherlands, Belgium and Luxemburg. Bas

DPA started merger talks with ICT Automatisering in June, while ICT Automatisering announced its own merger agreement with Brandfort at the end of July 2013.

DPA has been a very active acquirer over the past few months adding Credit Force, Cauberg-Huygen Consulting Engineers and Power Engineering Technicolor to its business portfolio.

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