This is a joint press release by Koninklijke Ten
Cate N.V. ("TenCate" or the "Company") and Tennessee Acquisition
B.V. (the "Offeror"), pursuant to the provisions of Section 4,
paragraphs 1 and 3, Section 16, paragraphs 1 and 2 and Section 17,
paragraph 1 of the Netherlands Decree on Public Takeover Bids
(Besluit openbare biedingen Wft, (the "Takeover Decree") in
connection with the recommended public offer for all the issued
ordinary shares in the capital of TenCate (the "Shares"). This
announcement does not constitute an offer, or any solicitation of
any offer, to buy or subscribe for any securities in TenCate. The
Offer is made solely pursuant to the offer memorandum, dated 20
October 2015 (the "Offer Memorandum"), approved by the Netherlands
Authority for the Financial Markets (Autoriteit Financiële
Markten). This announcement is not for release, publication or
distribution, in whole or in part, in or into, directly or
indirectly, Canada and the United States. Capitalised terms used
but not defined herein have the meaning ascribed thereto in the
Offer Memorandum.
JOINT PRESS
RELEASE
Almelo/Utrecht, 26 January 2016
TENNESSEE ACQUISITION
DECLARES ITS PUBLIC OFFER FOR TENCATE UNCONDITIONAL
Transaction
highlights:
·
The Offeror declares its public offer for all TenCate Shares
unconditional
·
85.8% of all issued and outstanding Shares tendered for
acceptance
·
All conditions for completion of the Offer have been satisfied or
waived
·
Settlement will take place on 29 January 2016
·
Remaining Shares can be tendered in a post acceptance period
commencing on 27 January 2016 and ending on 9 February
2016
The Offeror and TenCate
today jointly announce that the Offeror declares the recommended
public cash offer by the Offeror for all TenCate Shares at an
increased Offer Price of EUR 26.00 (cum dividend) in cash per Share
(the "Offer") unconditional.
Acceptance
The Offeror declares the Offer unconditional. All
conditions for completion of the Offer as described in the Offer
Memorandum have been satisfied or waived.
As announced by the Offeror and TenCate on 22
January 2016, following 17:40 hours on 21 January 2016, being the
Acceptance Closing Time, 23,146,702 Shares had been tendered under
the Offer or committed to the Offeror subject only to the Offer
being declared unconditional, at the Offer Price of EUR 26.00 (cum
dividend) per Share. These tendered Shares represent approximately
85.8% of all the Company's issued and outstanding share capital
(geplaatst kapitaal), i.e. excluding 475,687 Shares held in
treasury by the Company, and an aggregate value of approximately
EUR 601,814,252 (if valued at the Offer Price of EUR 26.00 (cum
dividend) per share).
Settlement
With reference to the Offer Memorandum,
Shareholders who accepted the Offer shall receive an amount in cash
of EUR 26.00 per Share (cum dividend) (the "Offer Price") for each
Share validly tendered (or defectively tendered provided that such
defect has been waived by the Offeror) and delivered (geleverd)
under the terms and conditions and subject to the restrictions of
the Offer.
Settlement of the Offer shall occur and payment of
the Offer Price per validly tendered Share shall be made on 29
January 2016 (the "Settlement Date").
No Shares were to date acquired by the Offeror
outside the Offer. Consequently, upon Settlement of the Offer the
Offeror will hold 23,146,702 Shares, representing approximately
85.8% of all the Company's issued and outstanding share capital
(geplaatst kapitaal), i.e. excluding 475,687 Shares held in
treasury by the Company and an aggregate value of approximately EUR
601,814,252 (if valued at the Offer Price of EUR 26.00 (cum
dividend) per Share).
Board
appointments
As per the Settlement Date and conditional on
Settlement having occurred, the appointments of Mr. E.J. Westerink,
Mr. J.H.L. Albers and Mr. B.T. Molenaar and the resignations of Mr.
P.F. Hartman and Mrs. M.J. Oudeman as members of the Supervisory
Board will become effective. The appointment of the new Supervisory
Board members was approved by the Shareholders during the EGM held
on 7 December 2015.
Post Acceptance
Period
With a view to obtaining 100% of the Shares, the
Offeror grants those Shareholders who have not tendered their
Shares under the Offer the opportunity to tender their Shares in a
post acceptance period (na-aanmeldingstermijn) commencing at 09:00
hours CET on 27 January 2016 and expiring at 17:40 hours CET on 9
February 2016 (the "Post Acceptance Period"). Shareholders can
tender their Shares during the Post Acceptance Period in the same
manner and subject to the same terms, conditions and restrictions
as described in the Offer Memorandum.
Shareholders who tender their Shares during the
Post Acceptance Period shall not have the right to withdraw such
tendered Shares.
Shares validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) during
the Post Acceptance Period will immediately be accepted. The
Offeror shall arrange for payment against delivery (levering) for
Shares validly tendered (or defectively tendered provided that such
defect has been waived by the Offeror) during the Post Acceptance
Period on the third Business Day after the day on which such Shares
are tendered.
Acquisition of 100%, Asset
Sale and Liquidation
The willingness of the Offeror to pay the Offer
Price is based on the acquisition of 100% of the Shares or 100% of
the Company's assets and operations. An acquisition of 100% enables
termination of the listing and an efficient capital structure (both
from a tax and financing perspective), which are important factors
in achieving the premium implied by the Offer Price.
If the Offeror acquires 95% or more of the Shares,
the Offeror and TenCate intend to request Euronext Amsterdam to
terminate the listing of the Shares on Euronext Amsterdam promptly
and the Offeror intends to initiate the statutory squeeze-out
proceedings to obtain 100% of the Shares.
In the event that the Offeror has not, together
with its affiliates, acquired 95% or more of the Shares after
expiration of the Post Acceptance Period, the Offeror is likely to
effect, or cause to effect, a restructuring taking account of the
strategic rationale of the Offer and the importance to the Company,
the Group and the Offeror for the Offeror to acquire 100% of the
Shares or 100% of the Company's assets and operations. In the
effectuation of any Post-Closing Restructuring Measure, due
consideration will be given to the requirements of Dutch law,
including the interests of the stakeholders of the Company and the
interests of minority shareholders of the Company.
In such case, the most likely Post-Closing
Restructuring Measure is the sale by TenCate of its entire business
(consisting of all assets and liabilities of TenCate) to the
Offeror or an affiliate of the Offeror and subsequent liquidation
of TenCate (the "Asset Sale and Liquidation"). However, the Offeror
may also elect to only partly pursue the Asset Sale and Liquidation
or pursue one or more other alternative Post-Closing Restructuring
Measures referred to in Section 3.15.4 (Other Post-Closing
Restructuring Measures) of the Offer Memorandum, whether or not in
conjunction with the Asset Sale and Liquidation (or a part
thereof).
For an extensive explanation of the procedure of
an Asset Sale and Liquidation, reference is made to Section 3.15.3
(Asset Sale and Liquidation) of the Offer Memorandum.
Further implications of the
Offer being declared unconditional
Shareholders who do not intend to tender their
Shares under the Offer should carefully review Section 3.15
(Post-Closing Restructuring Measures) and Section 3.16
(Consequences of the Offer) of the Offer Memorandum, which describe
certain risks they will be subject to if they elect not to accept
the Offer and certain measures the Offeror may take to achieve its
goal of obtaining 100% of the Shares or 100% of the Company's
assets and operations, including but not limited to the Asset Sale
and Liquidation and a legal squeeze-out procedure
(uitkoopprocedure). These steps are likely to have significant
consequences for Shareholders who do not tender their Shares under
the Offer. The decision whether to implement any of these measures
will only be made after the Post Acceptance Period.
These risks are in addition to the risks
associated with holding securities issued by the Company generally,
such as the exposure to risks related to the business of the
Company and its subsidiaries, the markets in which the Company and
its subsidiaries operate, as well as economic trends affecting such
markets generally as such business, markets or trends may change
from time to time.
Offer Memorandum, Position
Statement and further information
The Offeror is making the Offer on the terms and
subject to the conditions and restrictions contained in the Offer
Memorandum, dated 20 October 2015. In addition, TenCate has made
available the Position Statement dated 21 October 2015, containing
the information required by Section 18, paragraph 2 and Annex G of
the Takeover Decree in connection with the Offer.
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 are
available on the websites of TenCate (www.tencate.com). TenCate's
website does not constitute a part of, and is not incorporated by
reference into, the Offer Memorandum. Digital copies of the
Position Statement are available on the website of TenCate
(www.tencate.com).
The Exchange Agent:
ING Bank N.V. (Attention: Sjoukje Hollander/Remko
Los)
Foppingadreef 7
1102 BD Amsterdam
The Netherlands
Telephone: +31 20 563 6546 / +31 20 563 6619
Fax: +31 20 563 6959
E-mail: iss.pas@ing.nl
Media contacts:
Hill+Knowlton Strategies
Tel: +31 20 4044 707
Sabine Post-de Jong
Mob: +31 6 55 15 53 65
Ariën Stuijt
Mob: +31 6 21 53 12 33
Investor contacts:
TenCate
Gert Steens
Mob: +31 6 21 59 74 11
About TenCate
TenCate is a multinational company which combines
materials technology and chemical processes in the development and
production of functional materials with distinctive
characteristics. TenCate products are developed, manufactured and
sold around the world. Systems and materials from TenCate come in
four areas of application: safety & protection, space &
aerospace; infrastructure & environment; sports &
recreation. TenCate occupies leading positions in protective
fabrics, composites for space and aerospace, antiballistics,
geosynthetics and synthetic turf. For more information, visit
www.tencate.com.
About Gilde
With offices in the Benelux and DACH region, Gilde
Buy Out Partners is a leading European private equity investor in
mid-market transactions. Founded in 1982, Gilde has been supporting
management teams in over 100 buy out transactions. Gilde manages
funds in excess of €3 billion and has a controlling interest in
companies such as CID Lines, Roompot, Axa Stenman, Comcave,
Spandex, Riri, Teleplan, Powerlines and HG. For more information,
visit www.gilde.com.
About Parcom
Capital
Parcom Capital is a leading mid-market private
equity firm in the Benelux with a mid- to long-term investment
horizon focused on distinctive value creation strategies. It was
founded in 1982 as one of the first buy-out and expansion capital
providers in the Dutch market. Over the past 30 years, Parcom
Capital invested directly in more than 75 (international)
companies, was involved in numerous add-ons and helped multiple
management teams in realizing their growth ambitions. For more
information visit www.parcomcapital.com
About ABN AMRO
Participaties
ABN AMRO Participaties ("AAPart") is the private
equity firm of ABN AMRO Group, and invests in profitable companies
in the Netherlands. AAPart has a mid- to long-term investment
horizon, and supports entrepreneurial management teams in realising
their growth ambitions. Over the past 30 years, AAPart has invested
in more than 100 companies in various industries, helping them to
grow organically as well as through add-on acquisitions. For more
information, visit www.abnamroparticipaties.nl
General
restrictions
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 issue or the solicitation of an
offer to buy or acquire the securities of TenCate in any
jurisdiction. 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 Offeror, each member of the Consortium,
TenCate and their respective advisors 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 Offeror, any member of the Consortium nor TenCate, nor
any of their advisors assumes any responsibility for any violation
by any person of any of these restrictions. Any Shareholder who is
in any doubt as to his position should consult an appropriate
professional advisor without delay. This announcement is not to be
published or distributed in or to Canada and the United States.
Forward-looking
statements
This press release may include "forward-looking
statements", including statements regarding the transaction and
anticipated consequences and benefits of the transaction, the
targeted close date for the transaction, the intended financing, as
well as language indicating trends, such as "anticipated" and
"expected." These forward-looking statements involve certain risks
and uncertainties that could cause actual results to differ
materially from those expressed or implied by these statements.
These risks and uncertainties include the receipt and timing of
necessary regulatory approvals. These forward looking statements
speak only as of the date of this press release. The Offeror, each
member of the Consortium and TenCate expressly disclaim any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement 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. Although the Offeror and TenCate 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 assumptions will
prove to be correct. Neither the Offeror, any member of the
Consortium, nor TenCate, nor any of their advisors accepts any
responsibility for any financial information contained in this
press release relating to the business or operations or results or
financial condition of the other or their respective groups.
Press release as PDF
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Koninklijke Ten Cate NV via Globenewswire
HUG#1981448
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