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, 17 December 2015
PERCENTAGE OF SHARES
TENDERED UNDER THE OFFER AT 60.55%
TenCate and the Offeror today jointly announce
that following 17:40 hours 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.
The Executive and Supervisory Board of TenCate
have confirmed to the Offeror that they will not approve a waiver
by the Offeror of the minimum acceptance condition (as set out in
Offer Condition 3.9(b) (Acceptance Level) included in the Offer
Memorandum) if the Acceptance Level is less than 66.7%. Given that
the Acceptance Level is 60.55%, the Offer will not be declared
unconditional on or before 21 December 2015.
The Offeror will announce whether the Offer will
be extended or terminated on or before 21 December 2015.
Media contacts:
Hill+Knowlton Strategies
Tel: +31 20 4044 707
Mob: +31 6 2153 1233
Ariën Stuijt
Investor contacts:
Mob. +31 6 1296 1724
Tel: +31 546 544 977
Frank Spaan
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#1974344
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