Gilde announces voluntary public takeover offer for all shares in Teleplan

This is a joint public announcement by Gilde Buy-Out Fund IV ("Gilde") and Teleplan International N.V. ("Teleplan").

  • Offer price of 2.50 euro per share; a premium of 28% on the closing share price of 1.96 euro on Friday November 26, 2010.
  • Teleplan's largest shareholders representing more than 53% of the currently issued and outstanding share capital have irrevocably committed to tender their shares.
  • Voluntary public takeover offer supported by management board and supervisory board of Teleplan.
  • Gilde supports Teleplan's growth strategy and the proposed acquisition will contribute to the accelerated realization of this strategy.

Utrecht and Schiphol/Amsterdam, the Netherlands – Teleplan International N.V. (SDAX, ISIN: NL0000229458), the leading global provider of high-tech after-market services for the Computer, Communications and Consumer Electronics industries and Gilde, one of Europe's leading mid-market private equity investors, announced that they have signed a Merger Protocol which aims at a strategic cooperation as well as Gilde becoming a majority shareholder of Teleplan. To this end, Gilde intends to launch a voluntary public takeover offer to Teleplan shareholders at an offer price of 2.50 euro per share. The intended offer will be supported by Teleplan's management board and supervisory board.

Strategic rationale

The intended offer will have a number of advantages for Teleplan, its shareholders, employees, customers and other stakeholders. The intended offer gives current Teleplan shareholders the opportunity to sell their investment in Teleplan at an attractive premium. As a long term investor Gilde supports the overall growth strategy of Teleplan. Gilde will provide Teleplan with financial resources and expertise to accelerate its growth strategy, which comprises both organic growth and growth through acquisitions. "We are very pleased to have in Gilde a stable and financially solid shareholder to bring Teleplan to the next level", commented Teleplan's CEO Gotthard Haug on the public takeover offer.

Commenting on the takeover offer, Nikolai Pronk, partner at Gilde Buy Out Partners, which advises Gilde Buy-Out Fund IV, said "Gilde is looking forward to becoming a majority shareholder in Teleplan and having the opportunity to work with management and supporting the company with its growth strategy and further improvement of Teleplan's lifecycle care solutions for electronics".

Recommendation

After having thoroughly considered the strategic, financial and social aspects of the proposed transaction, both the supervisory board and the management board of Teleplan, which are being advised by ABN AMRO Bank N.V., support the intended public offer and its terms and conclude that the offer is in the best interest of the shareholders and all other stakeholders of Teleplan. The supervisory board and the management board recommend that Teleplan shareholders accept the intended offer.

Voluntary public takeover details

Gilde, through AMS Acquisition B.V., an acquisition company controlled by it, intends to launch a voluntary public takeover offer in cash for all outstanding Teleplan shares at the price of 2.50 euro per share. This price represents:

  • A 28% premium on the latest closing price of 1.96 euro on Friday November 26, 2010.
  • A 28% premium on the (volume) weighted average share price of the last 90 trading days of 1.96 euro.
  • A 26% premium on the (volume) weighted average share price of the last 24 months trading of 1.98 euro.
  • The acceptance period for the offer is expected to begin in January 2011 after approval of the submitted offer document by the German Federal Financial Supervisory Board Authority (BaFin).
  • Gilde anticipates completing the offer in February 2011.

The largest shareholders, representing a total of more than 53% of the currently issued and outstanding share capital, have irrevocably committed to tender their shares on the first day of the acceptance period in accordance with the terms and conditions of the offer. The members of the management board and supervisory board have agreed to tender a combined stake of approximately 1%.

The offer will be subject to an offer acceptance level of at least 75% of the current fully diluted share capital of Teleplan, as well as other customary conditions to be outlined in the offer document.

AMS Acquisition B.V. will be financed through equity which will be provided by Gilde as well as by debt facilities from Rabobank and ABN AMRO Bank N.V..

About Teleplan:

Teleplan is one of the top suppliers of high-tech after-market services and provides total lifecycle care solutions for the world of Computers, Communications and Consumer Electronics ("3Cs"). The lifecycle care concept ranges from simple repairs to the most sophisticated technological and electronic solutions. Headquartered in Amsterdam/Schiphol, The Netherlands, Teleplan currently operates from 18 sites in Europe, North America, Asia and Australia with approximately 5,200 employees.

For further information:

Monika Collee
Corporate Director Communications & Investor Relations
Tel.: +31 (0) 6 11 10 90 49
Email: monika.collee@teleplan.com

About Gilde Buy Out Partners

Gilde Buy Out Partners is one of Europe's leading mid-market private equity investors, with managed funds in excess of EUR 2 billion. Since its inception in 1982, Gilde has invested in more than 250 companies in the Benelux and its neighbouring economies Germany, France, Switzerland and Austria. Its current investment fund, Gilde Buy-Out Fund IV, with 800 million euro committed capital has been subscribed by over 30 international investors primarily consisting of pension funds, banks, insurance companies and sovereign wealth funds. Gilde is a majority shareholder in amongst others Hans Anders Retail Group, Hofmann Menü, Nedschroef, Powerlines and Plukon Royale.

For further information:

Koos Teule
Director Investor Relations
Tel.: +31 (0) 30 219 2537
Email: teule@gilde.com

Important information: This press release is neither an offer to purchase nor a solicitation of an offer to sell, shares. The final conditions and further provisions regarding the offer will be communicated in the offer document after the publication has been approved by the German Federal Financial Supervisory Authority (BaFin). AMS Acquisition B.V. reserves the right to change terms and conditions of the offer to the extent permissible under applicable law. Shareholders of Teleplan International N.V. are strongly advised to read the offer document as well as all other documents in connection with the offer as soon as these are published, since these will contain important information.