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 17
paragraph 4 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, 10 February 2016
TENNESSEE ACQUISITION HOLDS
98.01% OF ALL TENCATE SHARES AFTER POST ACCEPTANCE
PERIOD
Highlights:
·
During the Post Acceptance Period 12.21% of all issued and
outstanding TenCate Shares were tendered for
acceptance
·
Together with the 85.8% of all issued and outstanding TenCate
Shares tendered for acceptance during the initial Acceptance Period
under the Offer the Offeror will hold 98.01% of all issued and
outstanding TenCate Shares
·
The Offeror and TenCate will request Euronext to delist the TenCate
Shares as soon as possible
·
The Offeror intends to initiate statutory squeeze-out proceedings
to obtain 100% of the Shares as soon as possible
Acceptance during Post
Acceptance Period
The Offeror and TenCate today jointly announce
that following 17:40 hours on 9 February 2016, being the
expiry date of the Post Acceptance Period (na-aanmeldingstermijn)
of 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"), 3,294,952 Shares had been tendered
during the Post Acceptance Period at the Offer Price of EUR 26.00
(cum dividend) per Share.
These tendered Shares represent approximately
12.21% 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 85,668,752 (if valued at the Offer Price of EUR 26.00 (cum
dividend) per Share).
As communicated by the Offeror in the press
release issued on 26 January 2016, the Offeror already held
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. Consequently, upon settlement of the Shares
tendered during the Post Acceptance Period, the Offeror will
hold 26,441,654 Shares, representing approximately 98.01% of all
the Company's issued and outstanding share capital (geplaatst
kapitaal), i.e. excluding 475,687 Shares held in treasury by the
Company, representing an aggregate value of approximately EUR
687,483,004 (if valued at the Offer Price of EUR 26.00 (cum
dividend) per Share).
Delisting of the Shares from
Euronext Amsterdam, squeeze-out proceedings
As the Offeror will hold more than 95% of the
Company's issued and outstanding share capital (geplaatst kapitaal)
after settlement of the Shares tendered during the Post Acceptance
Period, the Offeror and TenCate will request Euronext Amsterdam
N.V. to terminate the listing of the Shares on Euronext Amsterdam
as soon as possible.
In addition and as previously announced by the
Offeror, the Offeror intends to initiate the statutory squeeze-out
proceedings (uitkoopprocedure) to obtain 100% of the Shares as soon
as possible.
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
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, 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#1984971
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