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 paragraph 1 and Section 15 paragraph 2 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
Utrecht/Almelo, 21 December 2015
TENNESSEE ACQUISITION B.V.
EXTENDS OFFER PERIOD FOR TENCATE UNTIL 17:40 HOURS CET ON 14
JANUARY 2016
Utrecht/Almelo, the
Netherlands, 21 December 2015 - The Offeror and TenCate hereby
jointly announce that the Offeror has decided to extend the
Acceptance Period for the recommended public offer for all Shares
in the capital of TenCate to 17:40 hours on 14 January 2016, in
accordance with the terms and conditions of the Offer Memorandum
and the provisions of Article 15 of the Takeover
Decree.
Extension
The Acceptance Period has been extended by the
Offeror due to the Offer Condition 3.9(b) (Acceptance Level) not
being fulfilled upon expiry of the initial Acceptance Period at
17:40 hours CET on 16 December 2015.
During the extension of the Acceptance Period, any
Shares previously tendered and not withdrawn will remain subject to
the Offer. In accordance with article 15, paragraph 3 of the
Takeover Decree, Shares tendered on or prior to the original
Acceptance Closing Time may be withdrawn during the Acceptance
Period as extended.
Tendered Shares
Following 17:40 hours CET on 16 December 2015,
being the Acceptance Closing Time, 16,334,736 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 Offer Price of EUR 24.60 per Share (the
"Offer"). These tendered Shares represent approximately 60.55% of
all the Company's issued and outstanding share capital (geplaatst
kapitaal), i.e. excluding 475,687 Shares held in
treasury by the Company, amounting to a total value of
approximately EUR 401.8 million (if valued at the Offer Price of
EUR 24.60 per Share).
Indicative
timetable
As a result of the extension, the indicative
timetable will be as follows:
The times and dates below are indicative only.
Expected date and time |
Event |
17:40 hours CET, 14 January 2016 subject to extension |
Extended Acceptance Closing
Time
The deadline for Shareholders wishing to tender Shares, unless the
Offer is extended in accordance with article 15 of the Takeover
Decree. |
Not later than three (3) Business Days following the extended
Acceptance Closing Time |
On this date the Offeror shall publicly announce, in
accordance with articles 15 and 16 of the Takeover Decree, that
either:
-
the Offer is declared unconditional (gestand wordt gedaan), being the Unconditional Date;
or
-
the Offer is not declared unconditional as a
result of an Offer Condition not being satisfied or waived.
|
Not later than on the third (3rd) Business
Day following the Unconditional Date |
Commencement of Post Acceptance
Period
Post Acceptance Period (na-aanmeldingstermijn): the Offeror may announce a Post
Acceptance Period for the Offer with a maximum duration of two (2)
weeks to enable Shareholders that did not tender their Shares
during the (extended) Acceptance Period to tender their Shares
under the same terms and conditions applicable to the Offer. |
Not later than five (5) Business Days following the
Unconditional Date |
Settlement Date
The date on which, in accordance with the terms and conditions of
the Offer, the Offeror shall pay the Offer Price per Share to the
Exchange Agent, as applicable, for the benefit of the Shareholders
who have validly tendered (or defectively tendered provided that
such defect has been waived by the Offeror) and delivered
(geleverd) their Shares under the Offer, which
date shall be promptly, but in any event, within five (5) Business
Days following the Unconditional Date, subject to the Offer being
declared unconditional (gestand wordt
gedaan). |
Further
information
Media contacts:
Hill+Knowlton Strategies
Ariën Stuijt
Tel: +31 20 4044 707
Mob: +31 6 2153 1233
Investor contacts:
TenCate
Gert Steens
Tel: +31 546 544 318
Mob: +31 6 2159 7411
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#1975231
KT (NYSE:KTC)
Historical Stock Chart
From Apr 2024 to May 2024
KT (NYSE:KTC)
Historical Stock Chart
From May 2023 to May 2024