Recommended public offer of EUR 59.00 in cash per share Nedschroef (cum dividend)
Nedschroef and the Offeror have reached a final agreement with respect to a public offer by the Offeror on Nedschroef. The offer price is EUR 59.00 per share (cum dividend). The Supervisory Board and the Management Board of Nedschroef unanimously support the Offer and unanimously recommend the Offer to shareholders. The tender period shall commence on Monday 23 April 2007 at 9.00hours and expires on Friday 18 May 2007 at 15.00 hours, subject to extension.
With reference to the press releases issued on 14 March 2007 and 13 April 2007, Koninklijke Nedschroef Holding N.V. ("Nedschroef") and Nedfast Holding B.V. (the "Offeror") hereby jointly announce that agreement has been reached with respect to a recommended public offer for all outstanding ordinary shares in the share capital of Nedschroef (the "Shares") by the Offeror. Gilde Buy-Out Fund III ("Gilde") and Parcom Ventures B.V. ("Parcom") respectively hold 70% and 30% in the share capital of the Offeror. The Central Works Council of Nedschroef has rendered a positive advice with respect to the Offer.
On the terms and in accordance with the stipulations per the offer memorandum dated 20 April 2007 (the "Offer Memorandum") a public offer (the "Offer") for all Shares is being made by the Offeror. The Offeror offers EUR 59.00 in cash (cum dividend) (the "Offer Price") per Share tendered under the Offer. If and when the Offer is declared unconditional the Offeror will be entitled to the dividend with respect to the financial year 2006.
The Supervisory Board and the Management Board of Nedschroef unanimously support and unanimously recommend the Offer to shareholders.
A number of shareholders have committed themselves to tender the Shares held by each of them under the terms and conditions of the Offer. These commitments represent a total of 2,896,871 Shares, or 64.36% of all outstanding Shares. Parcom is one of the shareholders who have committed themselves to tender the Shares held by them under the Offer. By invitation thereto of Gilde, Parcom has taken a minority interest in the Offeror.
The Offer Memorandum is available as of today in the manner as stated in this press release. The acceptance period commences on Monday 23 April 2007 at 9.00 hours and expires on Friday 18 May 2007 at 15.00 hours (the "Acceptance Period"), subject to extension in accordance with article 9o paragraph 5 of the Decree on the Supervision of Securities Trade 1995 ("Bte 1995"). The shareholder's bank or stockbroker may set an earlier expiration deadline for communication in order to permit the communication of the acceptances to Kempen & Co N.V. department Corporate Actions & Paying Agency (the "Exchange and Paying Agent") in a timely manner.
The Offeror reserves the right to extend the Acceptance Period. During an extension any tendered Shares will remain subject to the Offer, subject to the right of each shareholder to withdraw the Shares he has already tendered in accordance with the terms and conditions of the Offer and in accordance with article 9o paragraph 5 Bte 1995.
Acceptance by shareholders
Shareholders who wish to accept the Offer must tender their Shares to the Offeror for acceptance through an institution ("Admitted Institution") admitted to Euronext Amsterdam N.V. ("Euronext"), in accordance with the terms and conditions of the Offer, no later than 15.00 hours on Friday 18 May 2007, unless the Acceptance Period is extended.
Holders of registered Shares who wish to accept the Offer must send a completed and signed acceptance form, available upon request from the Exchange and Paying Agent and from Nedschroef by registered mail to the Exchange and Paying Agent or deliver to Nedschroef, no later than 15.00 hours on Friday 18 May 2007, subject to extension of the Acceptance Period. The acceptance form will include a power of attorney for the signing of the deed of transfer with respect to the registered Shares mentioned in the acceptance form.
Acceptance is irrevocable, unless stated otherwise by the Bte 1995.
Annual general meeting of shareholders
The Annual General Meeting of shareholders ("AGM") will be convened at the Evoluon, Noord Brabantlaan 1a in Eindhoven on 9 May 2007 at 14.00 hours. An extraordinary general meeting of shareholders will be convened immediately after the AGM is closed, during which further details will be provided in respect of the Offer in accordance with the provisions of article 9q Bte 1995. The required information for shareholders, as referred to in article 9q Bte 1995, is included in the Offer Memorandum.
Declaring the Offer unconditional
Within five trading days of Euronext ("Trading Days") following the Expiration Date (the "Declaration Date"), the Offeror will announce whether the Offer is declared unconditional, in accordance with article 9t paragraph 4 Bte 1995. The terms and conditions of the Offer include the condition that at least 95% of the outstanding share capital of Nedschroef has been tendered under the Offer. The Offeror reserves the right to
waive one or more conditions, provided that waiving certain of these conditions shall be subject to the prior written approval of the Supervisory Board of Nedschroef. One condition may not be waived.
Situation after declaring the Offer unconditional
After the Offer is declared unconditional and at least 95% of the Shares have been acquired, the Offeror has the intention to enter into consultation with Euronext as soon as possible regarding (the procurement of) the cancellation of the listing of the Shares on Euronext.
Admitted Institutions receiving Shares from shareholders tendering under this Offer shall receive these Shares as custodian. In turn, Admitted Institutions will submit such Shares by written instruction to the Exchange and Paying Agent, being Kempen & Co N.V. (department Corporate Actions & Paying Agency), P.O. Box 75666, 1070 AR Amsterdam, The Netherlands, tel.: +31 (0)20 348 9554, fax: +31 (0)20 348 9549, email: email@example.com. By tendering such Shares, the Admitted Institutions declare that they have the Shares in their custody and that they procure transfer of these Shares to the Offeror on the Settlement Date. Admitted Institutions will receive a commission of EUR 0.1406 from the Offeror in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and transferred, up to a maximum of EUR 1,000.00 per tendering shareholder.
In the event that the Offeror announces that the Offer is declared unconditional, shareholders selling Shares pursuant to the Offer will receive within five Trading Days following the Declaration Date (the "Settlement Date") the Offer Price in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and transferred.
Announcements relating to the Offer will be issued by press release and published in at least Het Financieele Dagblad, De Telegraaf and the daily official list of Euronext.
Offer Memorandum and other information
This press release does not replace the Offer Memorandum. For further information on the Offer, reference is made expressly to the Offer Memorandum. In order to come to a sound judgement in respect of the Offer and the contents of the Offer Memorandum, shareholders are advised to read the Offer Memorandum completely and carefully and to seek, if necessary, independent advice.
Copies of the Offer Memorandum published in the Dutch language, including an English summary, the current articles of association of Nedschroef, the annual accounts of Nedschroef for the financial years 2004 and 2005, the annual accounts for the financial year 2006 (drawn up by Nedschroef and to be approved at the AGM), are digitally available via the website of Nedschroef: www.nedschroef.com and free of charge at the offices of Nedschroef and of Kempen & Co N.V. at the following addresses:
Koninklijke Nedschroef Holding N.V.
P.O. Box 548
5700 AM Helmond
Tel: +31 (0)492 548556
Fax: +31 (0)492 548084
Kempen & Co N.V.
Mrs. M. Meester
P.O Box 75666
1070 AR Amsterdam
Tel: +31 (0)20 348 8514
Fax: +31 (0)20 348 8594
Digital copies of the Offer Memorandum are also available on the website of Euronext: www.euronext.com (only for Dutch residents).
All references with respect to a point in time are references to Amsterdam time.
The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any shareholders, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. However,
acceptance of the Offer by shareholders not resident in the Netherlands will be accepted by the Offeror if such acceptance of the Offer by shareholders comply with the acceptance procedure set out in this Offer Memorandum. Persons into whose possession the Offering Memorandum come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities' laws of any such jurisdiction. None of Nedschroef, the Offeror, Gilde, Parcom or any of their advisers accepts or assumes any responsibility or liability for any violation by any person of any such restrictions.
This announcement is a public announcement as meant in article 9b paragraph 1 Bte 1995.