New Horizons declares Offer for DPA unconditional; transaction can
now successfully be concluded
This is a joint press release by DPA Group N.V.
(“DPA”) and New Horizons Holding B.V. (the
"Offeror"), pursuant to the provisions of Section
16 paragraph 1 and 2 and Section 17 paragraph 1 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 will upon settlement of the
Offer be (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”),
subject to settlement of the Offer having occurred.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.
New Horizons declares Offer for DPA unconditional;
transaction can now successfully be concluded
Houten/Bussum, the Netherlands – 29 July
- 73.3% of the Shares tendered under the Offer.
- Including 18.5% of the Shares already held by the Offeror, this
represents a total of 91.8% of the Shares.
- All Offer Conditions have been satisfied or waived.
- Settlement will take place on 30 July 2021.
- Remaining Shares can be tendered during the Post-Acceptance
Period, commencing tomorrow, 30 July 2021 at 09:00 (CEST) and
ending on 13 August 2021 at 17:40 hours (CEST).
With reference to the joint press releases dated 1 March
and 1 June 2021 and the Offer Memorandum, New Horizons Holding B.V.
(the Offeror) and DPA are pleased to jointly announce that the
Offeror declares the Offer unconditional (doet
gestand). The Offeror and DPA intend to procure
the delisting of the Shares on Euronext Amsterdam as soon as
possible and expect to successfully conclude the transaction during
the third quarter of 2021.
Arnold van Mameren, Chief Executive Officer of
DPA: “We are pleased the majority of our shareholders
share our conviction that the offer is in the long term interest of
DPA and all of its stakeholders. We look forward to the
collaboration with Gilde, accelerating our growth strategy, further
improving our services for customers and becoming an even more
Bas Glas, Partner Gilde: “I am delighted with
the success of this offer. We are thankful to the Management Board
and Supervisory Board for their support in this transaction and
look forward to contributing to the professionalism and
entrepreneurship that have made DPA what it is today. We are keen
to start this new phase in the transformation of the company to
become the best and most wanted specialist in secondments.”
AcceptanceDuring the Offer Period that expired
at 17:40 hours (CEST) on 28 July 2021, 34,412,141 Shares have been
tendered under the Offer, representing approximately 73.3% of the
Shares. Including the 8,684,505 Shares already held by the Offeror
on the date hereof, this represents a total of 43,096,646 Shares,
equal to approximately 91.8% of the Shares. As a result, all Offer
Conditions described in the Offer Memorandum have now been
satisfied or waived, and the Offeror declares the Offer
unconditional (doet gestand).
SettlementWith reference to the Offer
Memorandum, DPA shareholders (“Shareholders”) who
accepted the Offer shall receive an amount in cash of EUR 1.70 (cum
dividend) per Share (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 Offer shall occur and payment of the Offer
Price per validly tendered Share shall be made on 30 July 2021.
Post-Acceptance PeriodThe Offeror hereby
announces that Shareholders who have not tendered their Shares
during the Offer Period will have the opportunity to tender their
Shares under the same terms and conditions applicable to the Offer,
during the Post-Acceptance Period (na-aanmeldingstermijn) which
will start tomorrow, 30 July 2021, at 09:00 hours (CEST) and end on
13 August 2021 at 17:40 hours (CEST).
The Offeror will publicly announce the results of the
Post-Acceptance Period and the total amount and total percentage of
Shares held by it in accordance with Section 17, paragraph 4 of the
Decree ultimately on the third Business Day following the last day
of the Post-Acceptance Period. The Offeror shall continue to accept
for payment all Shares validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) during
the Post-Acceptance Period and shall pay for such Shares as soon as
reasonably possible and in any case no later than on the third
Business Day following the last day of the Post-Acceptance
During the Post-Acceptance Period, Shareholders have no right to
withdraw Shares from the Offer, regardless of whether their Shares
have been validly tendered (or defectively tendered, provided that
such defect has been waived by the Offeror) during the Offer Period
or the Post-Acceptance Period.
Further implications of the Offer being declared
unconditionalRemaining Shareholders who do not wish to
tender 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 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 announcement contemplated by
the Offer Memorandum will be issued by press release. Any 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.
Offer Memorandum, Position Statement and further
informationThe Offeror is making the Offer on the terms
and subject to the conditions and restrictions contained in the
Offer Memorandum. In addition, DPA has made available the Position
Statement, containing the information required by Section 18,
Paragraph 2 and Annex G of the Decree in connection with the
This announcement contains selected, condensed information
regarding the Offer and does not replace the Offer Memorandum
and/or the Position Statement. The information in this announcement
is not complete and additional information is contained in the
Offer Memorandum and the Position Statement.
Shareholders are advised to review the Offer Memorandum and the
Position Statement in detail and to seek independent advice where
appropriate in order to reach a reasoned judgment in respect of the
Offer and the content of the Offer Memorandum and the Position
Statement. In addition, Shareholders may wish to consult with their
tax advisors regarding the tax consequences of tendering their
Shares under the Offer.
Digital copies of the Offer Memorandum and Position Statement
are available on the website of DPA at www.dpa.nl and of the Offer
Memorandum on the website of the Offeror at www.gembenelux.com.
Such websites do not constitute a part of, and are not included or
referred to in, the Offer Memorandum.
AdvisorsOn behalf of the Offeror, Kempen &
Co is acting as sole financial advisor and Linklaters LLP and
Simmons & Simmons LLP are acting as legal counsel. AXECO
Corporate Finance is acting as DPA’s financial advisor and Allen
& Overy LLP is acting as DPA’s legal counsel. On behalf of DPA,
Rabobank has provided a fairness opinion. CFF Communications is
acting as communications advisor for DPA and the Offeror.
For more informationCFF CommunicationsUneke
Dekkers+31 (0)6 50 26 16 26
About DPADPA 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
About Gilde Equity ManagementGilde 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.
About TBLTBL is a privately owned investment
company focused on investing in small and medium sized companies.
TBL’s investment strategy is based on creating long-term value by
participating in companies with a strong growth potential.
About STAKSTAK is a foundation (stichting) for
the purpose of the envisaged participation of certain DPA
management members in the Offeror.
RestrictionsThis is a joint public announcement
by DPA and the Offeror pursuant to the provisions of Section 16
paragraph 1 and 2 and Section 17 paragraph 1 of the Decree and
contains inside information as meant in the European Market Abuse
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 any solicitation of any offer, to
buy or subscribe for any securities.
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, the offerors (bieders) and DPA 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 the offerors (bieders) nor DPA, nor any
of their advisers, assumes any responsibility for any violation of
any of these restrictions. Any Shareholder who is in any doubt as
to his or her position should consult an appropriate professional
adviser without delay.
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 the Offeror, Gilde and TBL 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, TBL’s and/or Gilde’s press
releases and public filings. Neither the Offeror nor Gilde, nor TBL
nor any of their advisers, 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 the Offeror, TBL 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
Information as required by Article 4:37y of the Dutch
Financial Supervision Act (Wet op het financieel
Gilde Equity Management (GEM) Benelux Partners B.V. (“GIlde”), a
Dutch law limited liability company with it statutory seat in
Houten, the Netherlands and registered address at Heemsteedseweg
22, 3992 LS Houten, the Netherlands, registered with the trader
register of the Dutch Chamber of Commerce under number 30216964,
and acting as manager (beheerder) of Gilde Equity Management (GEM)
Benelux Fund IV Coöperatief B.A.. More information can be found on
the website https://www.gembenelux.com/.
Gilde has adopted a conflicts of interest policy with a view to
taking all reasonable steps designed to identify, prevent, manage
and monitor conflicts of interest in order to prevent them from
adversely affecting the interests of the funds managed by it and
its investors. According to its conflicts of interest policy, where
organisational arrangements made by Gilde to identify, prevent,
manage and monitor conflicts of interest are not sufficient to
ensure, with reasonable confidence, that risks of damage to
investors’ interests will be prevented, Gilde shall clearly
disclose the general nature or sources of conflicts of interest to
the investors in the funds managed by it before undertaking
business on their behalf, and develop appropriate policies and
procedures. Gilde has and will continue to apply this policy when
entering into agreements with DPA.
The policy of Gilde is in principle not to make public
statements regarding a portfolio company such as DPA or its
employees other than in connection with a sale or purchase
transaction, for promotional matter, if required by law or
regulators or for other reasons deemed necessary by Gilde.
1 Terms not defined in this
press release will have the meaning as set forth in the Offer
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