Transaction highlights

• DOCDATA N.V. ("DOCDATA") and Ingram Micro have reached conditional agreement on the sale of the e-commerce service company Docdata ("Docdata" or the "Company"), comprising 100% of the issued share capital of DOCdata Nederland B.V. and DOCdata International B.V. Upon consummation of the transaction, Docdata will become a part of Ingram Micro's Commerce and Fulfillment Solutions business
• The agreement values the Company at an Enterprise Value ("EV") of EUR 155 million, representing an EV / EBITDA 2014 multiple of 9.7x and EV / 2015H1 LTM EBITDA multiple of 9.5x
• DOCDATA intends to distribute an amount of EUR 147 million / EUR 21 per share to DOCDATA's shareholders through a dividend, subject to withholding taxes
• The remainder of the sale proceeds will be reserved to unwind DOCDATA's holding activities, to cover the expenses for the transaction and the termination and settlement of the performance share plan and to provide IAI and FEHA with enough liquidity for the coming period
• Ingram Micro will finance the proposed transaction with cash from its own available resources
• The transaction requires the approval of DOCDATA's general meeting of shareholders ("EGM"), which is currently envisaged to be held in December 2015
• The Management Board and Supervisory Board of DOCDATA intend to fully support the proposed transaction and unanimously recommend its shareholders to vote in favour of the approval of the proposed transaction at the EGM
• Shareholders representing 63.9% of DOCDATA's issued share capital, have irrevocably undertaken to vote in favour of the proposed transaction at the EGM
• DOCDATA intends to settle all outstanding awarded Performance Shares it has issued under its Performance Share Plan, subject to completion of the proposed transaction

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