Agreement to Commence the Acquisition of Dimension Data ...To be completed by the end of October 2010. （The actual schedule may however differ from this expected schedule for certain

Copyright© 2010 NTT 0

Agreement to Commence the Acquisition of Dimension Data Holdings plc


Summary of Dimension Data

Provides full lifecycle of services for IT communication infrastructures of enterprises and service providers.

Revenue of USD4.0 Bn in FY2009, and operating profit of USD193 MM. Operating profit has increased steadily during the last 7 years, with revenue CAGR of 9% over the same period.

Headquartered in South Africa, listed on the London Stock Exchange and Johannesburg Stock Exchange.

0

1,000

2,000

3,000

4,000

5,000

FY2005 FY2006 FY2007 FY2008 FY2009

Consolidated revenue during the last 5 years

CAGR=11%（USD MM）

0

50

100

150

200

250

FY2005 FY2006 FY2007 FY2008 FY2009

Consolidated operating profit during the last 5 years

CAGR

=38%

（USD MM）


Terms of the Acquisition

Offer Terms•Acquisition of Dimension Data common shares by cash offer•Unanimous recommendation by the board of Dimension Data

Offer Price•GBP1.2 per share•Total consideration for 100%: GBP2.1 Bn (JPY286 Bn) （using the exchange rate of JPY135 to GBP 1）

Funding Combination of NTT’s cash resources and loan facilities

Closing Date

To be completed by the end of October 2010.（The actual schedule may however differ from this expected schedule for certain reasons such as the status of acceptances of the Offer by the shareholders of Dimension Data.）

Acceptance ConditionOver 90% acceptance rate(subject to potential revision to more than 50% by NTT)

GBP1 = JPY135.4


Rationale for this Acquisition

Highly complementary business profileThe combined strengths of Dimension Data and NTT and the synergies created by the two will enable us to provide a comprehensive ICT service that match clients' needs

Service lineup

Geographic coverage

Client relationships

Creation of a new corporate cultureAccelerate growth by leveraging Dimension Data's entrepreneurial corporate culture that they have demonstrated in the global market

Adapt to a new ICT business environment in the Dimension Data computing ageEstablish a leadership position as a comprehensive service provider of ICT in the fast developing Dimension Data computing era by offering new value-added services


NTT Group IT Service Providers

Complementary relation of services and solutions

データセンタ

Full lifecycle of serviceson ICT

Datacenter


On Premises (ex.Europe) On Premises (ex.Asia)

LAN

IP phone

TV conference

Servers/storages

Security

LAN

IP phone

TV conference

Servers/storages

Security

Global NW

Managed NW

IP transit

Security

Mobile


Legend

Asia

Africa/Middle East

Europe

South America

North America

Australia

Complementary Geographic Coverage

NTT conducts business mainly in Asia, Europe and America.Dimension Data has a well-balanced coverage across Middle East/Africa, Asia, Americas, Europe and Australia.

Japan

NTT’s main coverage

Dimension Data’s main coverage


Group Management

R&D

NTT Communications Dimension Data

NTT DOCOMO

NTT DATA

Other GroupCompaniesNTT WestNTT East

100% 54.2% 66.4%100% 100%

Dimension Data to Become the Core of the Global Business under NTT Holding Company

Note Percentage based on voting rights as of end of June 2010


NTT Group IT Service Providers

Corporate Users / SI Partners

Cross-sell complementary services/solutions of both companies

Provide comprehensive ICT servicesManage all components at the clients’ site including IT, NW, DC, security and mobile.

The Global Strategy of Dimension Data and NTT as an Integrated Group

11

Create value in cloud computing era through the combination of R&D capabilities and application layer

33

データセンタ


Datacenter


On Premises (ex.Europe) On Premises (ex.Asia)

STEPSTEP

22STEPSTEP

STEPSTEP

LAN

IP phone

TV conference

Servers/storages

Security

LAN

IP phone

TV conference

Servers/storages

Security

Global NW

Managed NW

IP transit

Security

Mobile


Revenues from International Business Will Reach USD7 Bn

Note1. The revenue of NTT Group’s International Business is a simple consolidation of the subsidiaries’ International Business revenues.2. The Pro-forma FY2009 revenue is a simple consolidation of NTT Group’s FY2009 International Business revenue and Dimension Data’s FY2009

consolidated revenue.3. Exchange rate per 1 $ FY2007:JPY117.85 FY2008:JPY103.48 FY2009:JPY93.68

Following the acquisition of Dimension Data, revenues(1) of NTT Group from its International Business will reach USD7 Bn (as of FY2009, consolidated basis)

NTT Group International Business Revenue

0

1

2

3

4

5

6

7

8

FY2007 FY2008 FY2009 Pro-forma FY2009

NTT International Business Dimension Data

(USD Bn)

(2)


(Based on September 2009 reports)Corporate

NameDimension Data Holdings plc Location Hampshire, UK

BusinessDescription

Provider of services including development and maintenance of IT systems for corporate users

Timeline• 1983 Incorporated• 1994 Certified as Cisco’s Gold Partner• Has since expanded to international markets through active M&A

RevenueUSD3,973 MM (JPY362 Bn)(EU 25%, Americas 13%, Asia 15%, Australia 21%, Middle East/Africa 24%)

Listed markets London (listed in 2000)Johannesburg (listed in 1987)

Clients Approx. 6,000 companies

Employees Approx. 11,500Operating

ProfitUSD193 MM (JPY18 Bn)(Operating margin 4.9%)

MajorShareholders

Allan Gray Investment 25.9%

VenFin DD Holdings 25.2%

Public Investment Corp 6.0%

L & G Investment Mgmt 4.1%

M&G Investment Mgmt 3.7%

Top 7 funds hold 70% of the shares outstanding

NetIncome

USD135 MM (JPY12 Bn)

OverseaLocations

49 countries worldwide including emerging countries

USD1 = JPY91

Dimension Data Overview


Dimension Data’s Organization

Dimension DataAfrica &Middle

East

Dimension DataEurope Dimension Data Australia Datacraft Asia

Dimension DataAmericas

Dimension Data Holdings plc

(UK)(Listed Company)

AsiaAustraliaEuropeAmericasMiddle East/Africa

RegionalOperatingCompanies

MainSubsidiariesof therespectiveRegionalCompanies

Internet Solutions (Pty.) Ltd.

(South Africa)ISP

Plessey (Pty.) Ltd.(South Africa)

CommunicationConstruction

Express Data(Australia)

Hardware vendor


Dimension Data’s Share Price

Dimension Data

FTSE-100

Dimension Data’s share price (GBP) FTSE-100 Index

2010


This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer will be made solely through the Offer Document and the acceptance forms, which will contain the full terms and conditions of the Offer, including details of how it may be accepted. This announcement does not constitute a prospectus or prospectus equivalent document.The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Offer disclaim any responsibility or liability for the violation of such restrictions by any person.The Offer relates to the shares of a UK company and will be governed by English law. The Offer will be primarily subject to the disclosure requirements and practices applicable in the UK to takeover offers, which may differ from the disclosure requirements of the South African Securities Regulatory Panel (the “SRP”). The Offer will be subject to the applicable requirements of the City Code, the Panel, the SRP, the SRP Code, the London Stock Exchange, the Financial Services Authority and the Johannesburg Securities Exchange.Neither the US Securities and Exchange Commission nor any securities commission of a state in the United States has (a) approved or disapproved of the Offer; (b) passed upon the merits of fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this press release. Any representation to the contrary is a criminal offence in the United States.The availability of the Offer to Dimension Data Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.Unless otherwise determined by NTT, this announcement and the Offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would violate the laws in that jurisdiction (a “Restricted Jurisdiction”) or the United States, or by use of any means or instrumentally (including, without limitation, telex, facsimile transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange, of, any Restricted Jurisdiction or the United States. Unless so determined by NTT, the Offer will not be capable of acceptance by any such use, means or instrumentally or facility of, any Restricted Jurisdiction or the United States.Copies of this announcement and all documents relating to the Offer will not be, and must not be, directly or indirectly, mailed or otherwise forwarded (including, without limitation, by telex, facsimile transmission, telephone, internet or other forms of electronic communication), distributed or sent in, into or from any Restricted Jurisdiction or the United States. NTT does not currently expect to extend the Offer to holders of Dimension Data’s American Depositary Receipts.Other than the SRP, no listing authority or equivalent has reviewed, approved or disapproved of this announcement or any of the proposals described herein.Forward Looking StatementsThis announcement contains statements about NTT and Dimension Data that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including risks relating to the successful integration of Dimension Data with NTT; higher than anticipated costs relating to the integration of Dimension Data or investment required in Dimension Data to realize expected benefits and facts relating to Dimension Data that may impact the timing or amount of benefit realized from the acquisition that are unknown to NTT. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. NTT and Dimension Data disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Documents

Agreement to Commence the Acquisition of Dimension Data ...To be completed by the end of October 2010. （The actual schedule may however differ from this expected schedule for certain