DPA Group N.V.: Update on intended all-cash public offer by New
Horizons Holding B.V. for all DPA shares
This is a joint press release by DPA Group N.V.
(“DPA”) and New Horizons Holding B.V. (the
"Offeror"), an entity incorporated under Dutch
law, owned by certain funds managed and/or advised by Gilde Equity
Management (GEM) Benelux Partners B.V. (“Gilde”),
pursuant to the provisions of Section 7 paragraph 1 sub a of the
Decree on Public Takeover Bids (Besluit openbare biedingen Wft)
(the "Decree") in connection with the announced
proposed recommended public offer by the Offeror for all the issued
and outstanding ordinary shares in the capital of DPA (the
“Shares”).
This announcement does not constitute an offer,
or any solicitation of any offer, to buy or subscribe for any
securities. Any offer will be made only by means of an offer
memorandum. With reference to the joint press release by DPA and
the Offeror dated 1 March 2021, (i) the commencement of the offer
is subject to the satisfaction or waiver of the commencement
conditions and (ii) if and when made, the offer is subject to the
satisfaction or waiver of the offer conditions, all in accordance
with the terms of the merger protocol between DPA and the Offeror.
This announcement is not for release, publication or distribution,
in whole or in part, in or into, directly or indirectly, the United
States, Canada or Japan or in any other jurisdiction in which such
release, publication or distribution would be unlawful.
Update on intended all-cash public offer
by New Horizons Holding B.V. for all DPA shares
Houten/Bussum, the Netherlands
– 25 March 2021
Reference is made to the joint press release by
DPA and the Offeror dated 1 March 2021 in respect of the
conditional agreement on a recommended all-cash public offer (the
"Offer") for the Shares at an offer price of EUR
1.70 (cum dividend).
DPA and the Offeror hereby provide a joint
update on the Offer in accordance with the provisions of Section 7,
paragraph 1 sub a of the Decree which require a public announcement
including a status update regarding an intended public offer within
four weeks following its announcement.
DPA and the Offeror confirm that they are making
good progress on the preparations for the Offer. The Offeror
intends to submit a request for review and approval of the offer
memorandum in relation to the Offer to the Netherlands Authority
for the Financial Markets (Stichting Autoriteit Financiële Markten)
this week.
In addition, the required competition clearances
are received. DPA and the Offeror anticipate that closing of the
Offer will be in Q2/Q3 2021, based on the required steps and
subject to the necessary approvals.
For more information: CFF
Communications, Geert Pielage, +31 (0)6 50 99 93 43
About DPA
DPA holds a top-3 position in specialist in
secondment solutions in its chosen niche markets in the
Netherlands. These services are a value add solution for any
organization looking for professionals with specialized knowledge
and skills at short notice. Our employees use this experience to
help fast-track their careers and development and to grow in their
respective fields. DPA offers its employees the opportunity to be
passionate about their work and to continuously work on their
professional and personal development.
At DPA, we supply only the very best
professionals, both to resolve complex issues and complete
temporary assignments. We have segmented our services into 12 areas
of expertise: supply chain & logistics, banking &
insurance, legal, tax, privacy & information security, social
domain, IT, engineering, finance & control, facility,
procurement, compliance & risk.
Fast and secure: based on our knowledge of
clients and our experience, we make a careful selection from our
pool of more than 1,000 DPA professionals and our network of
independent specialists. We then assign our professionals to take
on challenging projects with high-profile clients.
Since we ensure that our highly qualified
professionals develop their knowledge and skills on an ongoing
basis, our clients value us as a proactive knowledge partner that
always provides them with the specialist expertise they need with
effective solutions to future challenges. Further information is
available at www.dpa.nl
About Gilde Equity
Management
Gilde is one of the most prominent independent
private equity firms in the Benelux with c. EUR 1.5 billion under
management, entrusted by blue chip institutional investors through
funds with a long-term investment horizon. Gilde participates in
companies run by entrepreneurial management teams with strong
growth ambitions. Over the years, Gilde has invested in a large
number of companies with activities in a wide range of sectors,
including in particular the consulting and staffing industry
(examples being Actief Interim, Conclusion, Eiffel, EV-Box, Famed,
Future Groep and Nspyre). Gilde actively supports its portfolio
companies in the pursuit of its ambitious growth plans, including
organic and buy-and-build opportunities. Further information is
available at www.gembenelux.com
Disclaimer
The distribution of this press release may, in
some countries, be restricted by law or regulation. Accordingly,
persons who come into possession of this document should inform
themselves of and observe these restrictions. To the fullest extent
permitted by applicable law, DPA, the Offeror and Gilde disclaim
any responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
that jurisdiction. Neither DPA, nor the Offeror nor Gilde, nor any
of their advisors, assumes any responsibility for any violation of
any of these restrictions. Any DPA shareholder who is in any doubt
as to his or her position should consult an appropriate
professional advisor without delay. This announcement is not to be
published or distributed in or to the United States, Canada or
Japan.
The information in the press release is not
intended to be complete. This announcement is for information
purposes only and does not constitute an offer or an invitation to
acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. This announcement
does not constitute an offer to sell or the solicitation of an
offer to buy or acquire the securities of DPA in any
jurisdiction.
Forward Looking Statements
Certain statements in this press release may be
considered “forward-looking statements,” such as statements
relating to the targeted timeline for the Offer. Forward-looking
statements include those preceded by, followed by or that include
the words “anticipated,” “expected” or similar expressions. These
forward-looking statements speak only as of the date of this
release. Although DPA, the Offeror and Gilde believe that the
assumptions upon which their respective financial information and
their respective forward-looking statements are based are
reasonable, they can give no assurance that these forward-looking
statements will prove to be correct. Forward-looking statements are
subject to risks, uncertainties and other factors that could cause
actual results to differ materially from historical experience or
from future results expressed or implied by such forward-looking
statements. Potential risks and uncertainties include, but are not
limited to, receipt of regulatory approvals without unexpected
delays or conditions, the Offeror’s ability to successfully operate
DPA without disruption to its other business activities, the
Offeror’s ability to achieve the anticipated results from the
acquisition of DPA, the effects of competition, economic conditions
in the global markets in which DPA operate, and other factors that
can be found in DPA’s, the Offeror's and/or Gilde’s press releases
and public filings.
Neither DPA, nor the Offeror nor Gilde, nor any
of their advisors, accepts any responsibility for any financial
information contained in this press release relating to the
business, results of operations or financial condition of the other
or their respective groups. Each of DPA, the Offeror and Gilde
expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statements
contained herein to reflect any change in the expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statement is based.