NPM Capital N.V. and Teslin Participaties Coöperatief U.A., a fund managed by Teslin Capital Management BV entered into conditional agreement to acquire ICT Group N.V. (ENXTAM:ICT) for approximately €140 million on March 5, 2021. Under the terms the offer price is €14.5. The offer price is including dividend. ICT Group will continue to operate as a separate legal entity and ICT Group's corporate identity, values and culture will be maintained. Chief Executive Officer Jos Blejie and Chief Financial Officer Jan Willem Wienbelt, will continue to lead ICT Group N.V. ICT Group and the Offeror have agreed that the current members of the Executive Board will continue to serve as members of the Executive Board and that Roy Jansen, ICT Group's current Chief Operating Officer, will be appointed to the Executive Board following settlement. The Consortium has committed equity financing of upto €200 million. The Offeror intends to take out debt financing for an amount of €50 - 60 million, to replace the current bank/debt facilities and part of the Equity Financing, and to enter into binding loan documentation post-announcement, which will be fully committed on a certain funds basis. As of July 14, 2021, the offeror increases the Offer Price to €14.90 and values 100% of the shares at approximately €144.5 million. The Offeror has received a binding equity commitment letter from NPM Capital for the additional amount of approx. EUR 3.9 million required as a consequence of the Increased Offer Price. The Offeror is also in a well-advanced stage of discussions with financing banks with respect to the debt financing it intends to take out prior to Settlement. Teslin Capital Management BV, holding approx. 19.3% of the Shares, has irrevocably committed to tender or contribute its Shares to the Offeror, and Mavawe B.V., holding approx. 6.4% of the Shares, has irrevocably committed to tender its Shares under the Offer. Following completion, NPM Capital will hold approx. 83% and Teslin Acquisition approx. 17% in the Consortium. Board members have also entered irrevocable commitments in respect of all Shares and other securities held by them. The irrevocable commitments of Mavawe B.V. and board members to tender their Shares and the irrevocable commitment of Teslin to tender or invest its Shares together represent approximately 26.7% of the Shares. The offer is subject to Minimum acceptance level of at least 95% of the Shares, to be reduced to 80% if the general meeting of the Company adopts the resolutions in connection with the Merger and Liquidation at the EGM, The Competition Clearance of Netherlands Authority for Consumers and Markets having been obtained or the applicable time periods having expired, lapsed or terminated, The general meeting of ICT having adopted the resolutions in connection with the Merger and Liquidation at the EGM and the resolutions relating to the composition of the Supervisory Board following settlement, No material breach of the Merger Agreement having occurred, No material adverse effect having occurred, The Stichting Continuïteit ICT not having exercised its option to call for the issue of cumulative preference shares and no cumulative preference shares in ICT Group having been issued, The Offeror having received confirmation from the AFM that the AFM has approved the final draft of the Offer Memorandum, Compliance with the co-determination procedures pursuant to the Dutch Works Council Act with respect to the works council of ICT Group, Compliance with the notification procedures pursuant to the Merger Code, No public announcement having been made of a Competing Offer, The Boards not having revoked or altered their recommendation of the Offer, No order, stay, judgment or decree having been issued restraining, prohibiting or delaying the consummation of the Transaction in any material respect, Euronext not having permanently suspended or ended trading in the Shares on Euronext etc. If the Offeror acquires at least 95% of the Shares, it is intended that ICT Group's listing on Euronext Amsterdam will be terminated as soon as possible. In that case, the Offeror will start statutory squeeze out proceedings to obtain 100% of the Shares as soon as possible. If, after the post-acceptance period, the Offeror acquires less than 95%, but at least 80%, of the Shares, the Offeror intends to acquire the entire business of ICT Group at the same price and for the same aggregate consideration as the Offer. In the event that the Offeror acquires less than 80% of the Shares, the Boards and the individual members of the Boards will be under no obligation to cooperate with the Merger and Liquidation, but they will have the opportunity to re-evaluate the Merger and Liquidation and whether to proceed with it nonetheless in light of the then prevailing circumstances. If the Merger Agreement is terminated because of a Competing Offer having been conditionally agreed or in case of a material event, development, circumstance or change that requires the Boards to change their recommendation, ICT Group will pay the Offeror a EUR 1.4 million (1% of the Offer value) termination fee. The Executive Board and Supervisory Board of ICT Group fully support the Transaction and unanimously recommend the Offer. AXECO Corporate Finance has issued a fairness opinion to the Executive Board and Supervisory Board, and the Corporate Finance Division of ING Bank N.V. has issued a separate fairness opinion to the Supervisory Board. Both have opined that, from a financial point of view, the Offer is fair to the shareholders of ICT Group. Upon completion of the Offer the Supervisory Board of ICT Group will consist of five members. Theo van der Raadt and Koen Beeckmans will continue as Chairman and member of the Supervisory Board, respectively. As independent members they will especially monitor compliance with the Non-Financial Covenants. Three new supervisory board members will be designated by the Consortium, of which two by NPM Capital and one by Teslin. The draft Offer Memorandum will be submitted to the AFM no later than in April 2021, with completion of the Offer anticipated in Q3 of 2021. As of May 28, 2021, ICT Group N.V., has convened the extraordinary General Meeting of its shareholders for consideration and if thought fir, approving the transaction. The meeting is scheduled to be held on June 9, 2021. As on July 14, 2021, The Offer Period will expire on July 23, 2021. AXECO Corporate Finance BV and Corporate Finance Division of ING Bank N.V acted as financial and financial opinion provider to ICT Group N.V. and its board. Klaas de Vries and Wiebe Dijkstra of De Brauw Blackstone Westbroek N.V. acted as legal adviser to ICT. Djordy van Britsom, Oscar Nettl, Paul Hamers, Rogier Kouwenhoven, and Aaron van Gils of Coöperatieve Rabobank U.A. acted as financial adviser, Allen & Overy LLP as legal adviser to NPM capital and Jan-Hendrik Horsmeier and nd Sophie Riemer of Clifford Chance LLP acted as legal advisor to Teslin. NPM Capital N.V. and Teslin Participaties Coöperatief U.A., a fund managed by Teslin Capital Management BV completed the acquisition of ICT Group N.V. (ENXTAM:ICT) on August 9, 2021. Total of 9,533,084 Shares, representing approximately 98.3% of ICT Group N.V. shares have been tendered with 1,983,770 Shares tendered during the Post-Acceptance Period and 7,549,314 Shares before the expiry of the period. Since the Offeror will hold more than 95% of the Shares following settlement of the Shares tendered during the Post-Acceptance Period, the Offeror will initiate the statutory Buy-Out in an expeditious manner in order to obtain 100% of the Shares. As a result of the Offeror holding more than 95% of the Shares following settlement of the Shares tendered during the Post-Acceptance Period, the termination of the listing and trading of the Shares on Euronext Amsterdam will be pursued. In consultation with Euronext, it has been decided that the last day of trading of the Shares will be on September 3, 2021.