DPA Group N.V.: 93% of the DPA Shares have been tendered under the New Horizons offer
16 Août 2021 - 7:30AM
DPA Group N.V.: 93% of the DPA Shares have been tendered under the
New Horizons offer
This is a joint press release by DPA Group N.V.
(“DPA”) and New Horizons Holding B.V. (the
"Offeror" or “New Horizons”),
pursuant to the provisions of Section 17 paragraph 4 of the Decree
on Public Takeover Bids (Besluit openbare biedingen Wft) (the
“Decree”) in connection with the recommended
public offer by the Offeror for all the issued and outstanding
ordinary shares (the “Shares” and each a
“Share”) in the capital of DPA Group N.V. (the
“Offer”). The Offeror is (indirectly) controlled
by Gilde Equity Management (GEM) Benelux Partners B.V.
(“Gilde”), TBL Investments B.V.
(“TBL”) and a foundation incorporated for the
purpose of the envisaged (indirect) participation of certain DPA
management members in the Offeror (the “STAK”).1
This announcement does not constitute an offer, or any solicitation
of any offer, to buy or subscribe for any securities. Any offer is
only made by means of the offer memorandum dated 1 June 2021
approved by the Netherlands Authority for the Financial Markets
(Autoriteit Financiële Markten) (the “Offer
Memorandum”). This announcement is not for release,
publication or distribution, in whole or in part, in or into,
directly or indirectly, any jurisdiction in which such release,
publication or distribution would be unlawful. This press release
contains inside information as meant in the European Market Abuse
Regulation (596/2014).
93% of the DPA Shares have been tendered under the New
Horizons offer
Houten/Bussum, the Netherlands – 16 August
2021
- Together with Shares already held by the Offeror on the date
hereof and including Shares tendered during the Offer Period and
Post-Acceptance Period, the Offeror will hold 93.0% of the
Shares.
- Settlement of Shares tendered during the Post-Acceptance Period
will take place on 17 August 2021.
- The Offeror is considering potential next steps that may
include the implementation of the Asset Sale and Liquidation which
was approved by the EGM on 16 July 2021 or any other restructuring
measure as described in the Offer Memorandum.
- Shareholders are cautioned that in the Asset Sale and
Liquidation, they will receive an amount per Share equal to the
Offer Price less Dutch dividend withholding tax.
During the Offer Period 34,412,141 Shares have
been tendered under the Offer, representing approximately 73.3% of
the Shares and an aggregate value of approximately EUR 58,500,640
(for an Offer Price of EUR 1.70 (cum dividend) in cash per Share).
Including the 8,684,505 Shares already held by the Offeror on the
Unconditional Date, the Offeror held 43,096,646 Shares (equal to
approximately 91.8% of the Shares) on the Settlement
Date.
During the Post-Acceptance Period, that expired
at 17:40 hours (CET) on 13 August 2021, 583,248 Shares have been
tendered under the Offer, representing approximately 1.2% of the
Shares and an aggregate value of approximately EUR 991,522.
By means of the Shares tendered under the Offer
and in the Post-Acceptance Period, together with those already held
by the Offeror on the date hereof, the Offeror will hold 43,679,894
Shares, representing approximately 93% of the Shares on the date
hereof.
SettlementWith reference to the
Offer Memorandum, Shareholders who accepted the Offer shall receive
the Offer Price for each Share validly tendered (or defectively
tendered, provided that such defect has been waived by the Offeror)
and transferred (geleverd) for acceptance pursuant to the Offer,
under the terms and conditions of the Offer and subject to its
restrictions.
Settlement of the Shares tendered during the
Post-Acceptance Period and payment of the Offer Price will take
place on 17 August 2021.
Possible Post-Closing Measures and future legal
structureShareholders who have not tendered their Shares
in the Post-Acceptance Period should carefully review the sections
of the Offer Memorandum that further explain the intentions of the
Offeror, such as (but not limited to) Section 5.10 (Implications of
the Offer being declared unconditional) and Section 5.11 (Possible
Post-Closing Measures and future legal structure), which describe
certain implications to which such Shareholders may become subject
with their continued shareholding in DPA.
The Offeror may inter alia decide to implement the Asset Sale
and Liquidation which is described in more detail in Section 5.11.3
of the Offer Memorandum. During the EGM held at 16 July 2021, 99.5%
of the Shareholders present or represented voted in favour of the
Asset Sale and Liquidation Resolutions.
Shareholders are cautioned that in the Asset Sale and
Liquidation, they will receive an amount per Share equal to the
Offer Price less Dutch dividend withholding tax.
AnnouncementsAny press release issued by the
Offeror will be made available on the website www.gembenelux.com.
Any press release issued by DPA will be made available on the
website www.dpa.nl.
For more informationCFF CommunicationsUneke
Dekkers+31 (0)6 50 26 16 26
1 Terms not defined in this
press release will have the meaning as set forth in the Offer
Memorandum.