DR 3 S.r.l. Announces Results of Its Tender Offer for De Rigo Ordinary Shares and ADSs and Commencement of Subsequent Offering P
September 12 2005 - 9:53AM
PR Newswire (US)
AMSTERDAM, Netherlands, Sept. 12 /PRNewswire-FirstCall/ -- De Rigo
Holding B.V. announced today that its wholly-owned subsidiary DR 3
S.r.l. had accepted for payment and made arrangements to pay for
all securities tendered in its tender offer for any and all
outstanding ordinary shares and American Depositary Shares of De
Rigo S.p.A. (NYSE:DER). De Rigo Holding is wholly owned by the De
Rigo brothers, who, prior to commencement of the offer, owned
directly or indirectly through De Rigo Holding, approximately 77.2%
of the outstanding ordinary shares and ADSs. De Rigo Holding has
been advised by The Bank of New York, the Tender Agent for the
offer, that as of 5:00 p.m., New York City time, on Friday,
September 9, 2005, 7,565,482 ADSs of De Rigo had been validly
tendered and not withdrawn pursuant to the offer, and notices of
guaranteed delivery had been submitted for an additional 214,800
ADSs and 400,000 ordinary shares. Together with the ordinary shares
and ADSs already owned by the De Rigo brothers, the ordinary shares
represented by tendered ADSs and noticed ADSs and ordinary shares
represent approximately 96.5% of De Rigo's outstanding share
capital. De Rigo Holding also announced that DR 3 is providing a
subsequent offering period, commencing immediately and expiring on
Monday, September 19, 2005, at 5:00 p.m., New York City time,
unless extended. During the subsequent offering period, remaining
holders of ordinary shares and ADSs may tender any ordinary shares
and ADSs not tendered to date. All ordinary shares and ADSs
tendered during the subsequent offering period will be accepted and
paid for by DR 3 promptly, as they are tendered, at a price of
$8.75 per share or ADS. Following the conclusion of the subsequent
offering period, De Rigo Holding will review the remaining
outstanding ownership of ordinary shares and ADSs and expects to
cause De Rigo to proceed with the intended application for
delisting of the ADSs from the New York Stock Exchange. Based on
its initial review of the results of the tender offer, De Rigo
Holding also expects that it will be in a position to cause De Rigo
to proceed with the intended deregistration of the ordinary shares
and ADSs with the SEC. Except as described below, investors wishing
to tender ordinary shares or ADSs during the subsequent offering
period will be able to receive documents by contacting D.F. King
& Co., Inc., the Information Agent for the transaction, in the
United States at (212) 269-5550 (bankers and brokers call collect)
or (800) 859-8511 (all others call toll free) or in the United
Kingdom at +44 20 7920 9700. Lehman Brothers is the Dealer Manager
for the offer, and The Bank of New York is the Tender Agent for the
offer. The Offer has not been submitted for clearance to Consob
(the Italian Securities and Exchange Commission). Accordingly, the
offer is not being made and will not be made, directly or
indirectly, in Italy, and no copies of this document, the offer to
purchase or any other document relating to the offer have been or
will be distributed in Italy, except that, as required by law,
holders of record or those appearing on a securities position
listing as holders of ADSs or ordinary shares (including, pursuant
to an exemption available under Italian law, the very limited
number of such holders located or resident in Italy) have been sent
copies of certain documents relating to the offer. Neither this
document nor the offer to purchase nor any other document relating
to the offer may be distributed to any other person located or
resident in Italy for any reason. Neither any such document nor any
information contained herein or therein constitutes an offer to
purchase or a solicitation of an offer to sell or an advertisement
of an offer to purchase ADSs or ordinary shares in Italy within the
meaning of Article 1, Paragraph 1, Letter (v) of Italian
Legislative Decree n. 58 of February 24, 1998. DATASOURCE: De Rigo
Holding B.V. CONTACT: Tom Long, +1-212-493-6920
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