Joint press release: Percentage of shares tendered under the offer at 85.8%
22 Januar 2016 - 8:00AM
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 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
October 20, 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, 22 January 2016
Percentage of shares
tendered under the offer at 85.8%
TenCate and the Offeror today jointly announce
that following 17:40 hours on 21 January 2016, being the Acceptance
Closing Time, 23,146,702 Shares had been tendered under the
recommended public cash offer by the Offeror or committed to the
Offeror subject only to the Offer being declared unconditional, at
an increased Offer Price of EUR 26.00 per Share (the
"Offer"). 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.
The Offeror will announce whether the Offer will be declared
unconditional (gestand wordt gedaan) on or before Tuesday 26
January 2016.
***
Media contacts:
Hill+Knowlton Strategies
Mob: +31 6 55 15 53 65
Sabine Post-de Jong
Investor contacts:
TenCate
Mob: +31 6 21 59 74 11
Gert Steens
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.
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,
which is available on www.tencate.com. In addition, TenCate has
made available the Position Statement, containing the information
required by Article 18, paragraph 2 and Annex G of the Takeover
Decree in connection with 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).
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#1980607
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