Wavin N.V. : Final offer results: 97.26% of ordinary Wavin shares held by Mexichem
(Thomson Reuters ONE) -
This is a joint press release by Mexichem, S.A.B. de C.V. and Wavin N.V.
pursuant to the provisions of section 17 paragraph 4 of the Decree on Public
Takeover Bids (Besluit Openbare Biedingen Wft) in connection with the
recommended public offer by Mexichem Soluciones Integrales Holding, S.A. de
C.V., a direct subsidiary of Mexichem, S.A.B. de C.V., for all the issued and
outstanding ordinary shares in the capital of Wavin N.V. This announcement does
not constitute an offer, or any solicitation of any offer, to buy or subscribe
for any securities in Wavin N.V. This announcement is not for release,
publication or distribution, in whole or in part, in or into, directly or
indirectly, the United States of America, Australia, Canada and Japan. Terms not
defined in this press release will have the meaning as set forth in the offer
memorandum by which the offer was made dated 9 March 2012 (the Offer
Memorandum)..
Mexico City (Mexico) and Zwolle (The Netherlands), 24 May 2012 - Reference is
made to the joint press release of Mexichem, S.A.B. de C.V. (Mexichem) and Wavin
N.V. (Wavin) of 9 March 2012 in respect of the launch of the all cash public
offer by Mexichem Soluciones Integrales Holding, S.A. de C.V. (the Offeror) for
all the issued and outstanding ordinary shares with a nominal value of EUR 0.40
each in the capital of Wavin (the Shares) at an offer price of EUR 10.50 cum
dividend for each Share (the Offer), to the joint press release of 8 May 2012 in
which the Offeror declared the Offer unconditional (gestand heeft gedaan), and
to the joint press release of 23 May 2012 in which the Offeror announced to have
exceeded 95% of the Shares.
Post Acceptance Period
During the Post Acceptance Period, which ended at 17:30 hours CET on 23 May
2012, 3,299,833 Shares have been tendered for acceptance under the Offer,
representing approximately 6.50% of the issued Wavin shares, and approximately
6.52% of the issued and outstanding Wavin Shares.
The 44,188,918 Shares held by the Offeror on 8 May 2012, together with the
Shares tendered during the Post Acceptance Period represent a total of
49,185,497 Shares (excluding the 203,123 Treasury Shares held by Wavin),
representing approximately 96.86% of the total issued share capital of Wavin,
and approximately 97.24% of the total issued and outstanding share capital of
Wavin. In the aggregate, the number of Shares tendered under the Offer, the
number of Shares held by the Offeror and the Treasury Shares represent
approximately 97.26% of the total issued share capital of Wavin.
Settlement
Settlement has taken place for the majority of Shares validly tendered (or
defectively tendered provided that such defect has been waived by the Offeror)
and delivered (geleverd) in the Post Acceptance Period.
If settlement of such Shares has not yet taken place, settlement will occur as
soon as possible and the Offeror shall use reasonable endeavours to arrange
that, in respect of Shares that were so tendered and delivered to Rabobank
International, before 17:30 hours CET on any day that Euronext Amsterdam was
open for trading (a Trading Day) during the Post Acceptance Period, the payment
of EUR 10.50 cum dividend per Share will be made on the third Trading Day after
the date on which the relevant tender and delivery were made.
Delisting and squeeze-out
As stated in the joint press release of Mexichem and Wavin dated 23 May 2012,
the Offeror intends to initiate delisting and squeeze-out procedures as soon as
possible.
Further information
Mexichem Wavin
Enrique Ortega Prieto Herbert van Zijl
Director of Strategic Planning and Media Relations
Investor Relations Telephone: +31 38 429 4209
Telephone: +(52 55) 5279 8304 Mobile: +31 6 51461442
E-mail: eortega(at)kaluz.com E-mail: media(at)wavin.com
Ton Bruijne
Investor Relations
Telephone: +31 38 429 4357
Mobile : +31 6 51234949
E-mail: InvestorRelations(at)wavin.com
The Settlement Agent
Rabobank International
Croeselaan 18
P.O. Box 17100
3500 HG Utrecht
The Netherlands
Tel: +31 (0)30 712 4451
Fax: +31 (0)30 712 4018
Email: prospectus(at)rabobank.com
About Mexichem
Mexichem is a leader in plastic pipe systems and in the chemical and
petrochemical industry in Latin America, with more than 50 years of experience
in the region and 33 years on the Mexican Stock Exchange with a market
capitalisation of approximately EUR 5.0 billion(1). Mexichem, which exports to
more than 50 countries, and has presence in Latin America, North America, Europe
and Asia, has an annual turnover of approximately EUR 2.8 billion(2) and EBITDA
of approximately EUR 594 million(2). With more than 10,000 employees throughout
virtually the entire American continent, UK and Japan, the company has the
largest fluorspar mine in the world and is the only fully integrated coolant gas
producer in America. It is also the largest producer of PVC resin in Latin
America and contributes actively to the development of the countries through
products that have a wide market in the most dynamic growth sectors including
construction, housing, drinking water, and urban sewage in Mexico, the United
States, UK, Japan and Latin America. More details about Mexichem can be found at
www.mexichem.com.
About Wavin
Wavin is the leading supplier of plastic pipe systems and solutions in Europe.
The company provides essentials: plastic pipe systems and solutions for tap
water, surface heating and cooling, soil and waste, rain- and storm water,
distribution of drinking water and gas and telecom applications. Wavin is
headquartered in Zwolle (The Netherlands) and has a presence in 25 European
countries. The company employs approximately 6,000 people and reported revenue
of approximately EUR 1.3 billion for 2011. Outside Europe, it has a global
network of agents, licensees and distributors. Wavin is listed on the NYSE
Amsterdam stock exchange (WAVIN). More details about Wavin can be found at
www.wavin.com.
(1 )Based on market data from FactSet as at 21 May 2012. MXN:EUR exchange rate
of 17.60.
(2) Unaudited financials based on Mexichem full year 2011 results announced on
21 February 2012. MXN:EUR average exchange rate during 2011 of 17.29 from
FactSet.
Disclaimer
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, Mexichem, the Offeror and Wavin
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
Mexichem, nor the Offeror, nor Wavin, nor any of their advisors assumes any
responsibility for any violation by any person of any of these restrictions. Any
Wavin shareholder who is in any doubt as to his position should consult an
appropriate professional advisor without delay.
Click here to view the press release in PDF format:
http://hugin.info/143050/R/1614527/514454.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Wavin N.V. via Thomson Reuters ONE
[HUG#1614527]
Unternehmensinformation / Kurzprofil:
Datum: 24.05.2012 - 08:00 Uhr
Sprache: Deutsch
News-ID 149705
Anzahl Zeichen: 9019
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Kategorie:
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