Stake of Go Acquisition B.V. in Gamma Holding N.V. to 91.5%
(Thomson Reuters ONE) -
Stake of Go Acquisition B.V. in Gamma Holding N.V. to 91.5%
Post-acceptance period open up to 22 February 2011
Not for release, publication or distribution, in full or in part, in or into the
United States of America, Canada or Japan.
PRESS RELEASE
This is a joint press release (pursuant to article 16 and 17 of the Dutch Decree
on Public Takeover Bids ("Bob Wft")) by Go Acquisition B.V. ("Go Acquisition")
and Gamma Holding N.V. ("Gamma Holding") in connection with the offer memorandum
(the "Offer Memorandum"), which has been approved by the Netherlands Authority
for the Financial Markets (Autoriteit Financiele Markten or "AFM") and has been
made publicly available on 13 January 2011, regarding the mandatory public offer
for all the issued and outstanding shares in the capital of Gamma Holding not
currently held by Go Acquisition, Gilde Buy-Out Fund III B.V. ("GBOF III BV"),
Gilde Buy-Out Fund III C.V. ("GBOF III CV", together with GBOF III BV, "Gilde"),
Parcom Investment Fund I B.V. ("PIF I BV") and Parcom Buy-Out Fund IV B.V. ("BOF
IV BV", together with PIF I BV, "Parcom") (the "Ordinary Shares") and all issued
and outstanding ordinary participating preference shares in the capital of Gamma
Holding not currently owned by Go Acquisition, Gilde and Parcom (the "Ordinary
Preference Shares"), each with a nominal value of EUR 2.50 (the "Offer"). The
shares in the capital of Go Acquisition are held by Gilde. Parcom will
participate in the share capital of Go Acquisition.
Utrecht and Helmond, 15 February 2011
With reference to the press releases of 6 December 2010 and 13 January 2011 in
connection with the Offer, Go Acquisition hereby announces that as per the
expiration of the acceptance period on 11 February 2010 at 18:00 hours CET,
787,883 Ordinary Shares and 82,112 Ordinary Preference Shares with a total value
of EUR 23,135,999 have been tendered under the Offer, representing 10.5% of the
issued and outstanding ordinary shares in the capital of Gamma Holding and
61.3% of the issued and outstanding ordinary participating preference shares in
the capital of Gamma Holding.
Payment and delivery of tendered shares
On 18 February 2011, Go Acquisition will start paying the offer price of EUR
29.00 per validly tendered and delivered (geleverd) Ordinary Share and EUR 3.50
per validly tendered and delivered (geleverd) Ordinary Preference Share, after
which Go Acquisition will hold 6,786,362 ordinary shares representing 90.3% of
the issued and outstanding ordinary shares in the capital of Gamma Holding and
102,212 ordinary participating preference shares representing 76.3% of the
issued and outstanding ordinary participating preference shares in the capital
of Gamma Holding. After settlement of the Offer, Go Acquisition shall hold
91.5% of the shares in the capital of Gamma Holding excluding shares held by
Gamma Holding.
Post-acceptance period
In order to grant shareholders of Gamma Holding who have not tendered their
Ordinary Shares or Ordinary Preference Shares the possibility to tender their
Ordinary Shares or Ordinary Preference Shares under the same conditions and
restrictions applicable to the Offer and as described in the Offer Memorandum
that was approved by the AFM on 13 January 2011, Go Acquisition will set a post-
acceptance period. The post-acceptance period will commence on 16 February 2011
at 9:00 hours CET and will expire on 22 February 2011 at 18:00 hours CET.
Acceptance by shareholders through an Admitted Institution
Shareholders who wish to make use of the possibility of post-acceptance and hold
their Ordinary Shares and/or their Ordinary Preference Shares through an
institution admitted to Euronext Amsterdam ("Admitted Institution") are
requested to make their acceptance known via their bank or stockbroker no later
than 18:00 hours CET on 22 February 2011. The respective custodian, bank or
stockbroker may set an earlier deadline for communication by shareholders in
order to permit the custodian, bank or stockbroker to communicate its
acceptances of those Ordinary Shares and/or Ordinary Preferences Shares to the
settlement agent in a timely manner. For further information please refer to the
Offer Memorandum that has been approved by the AFM and has been made publicly
available on 13 January 2011, which also applies during the post-acceptance
period.
Delisting
In the event that Go Acquisition has acquired 95% of the ordinary shares and/or
95% of the ordinary participating preference shares in the capital of Gamma
Holding, Go Acquisition will in any case apply for delisting of those respective
Gamma Holding shares with NYSE Euronext Amsterdam. Go Acquisition will preserve
the right to apply for such delisting in case it holds 95% of the ordinary
shares and ordinary participating preference shares together in the capital of
Gamma Holding, and in other circumstances where NYSE Euronext Amsterdam would be
prepared to accept such an request.
Offer Memorandum, Position Statement en further information
Digital copies of the Offer Memorandum are available on the website of Gamma
Holding (www.gammaholding.nl, under Corporate governance, Documenten and
downloads). Gamma Holding's website does not constitute a part of the Offer
Memorandum.
Copies of the Offer Memorandum are furthermore available free of charge at the
head office of Gamma Holding in Helmond, The Netherlands, and at the offices of
the settlement agent at the addresses mentioned below:
Gamma Holding N.V.
Panovenweg 12
5708 HR Helmond
Nederland
Postbus 80
5700 AB Helmond
Nederland
Tel: +31 (0)492 56 66 00
Fax: +31 (0)492 56 67 00
Email: info(at)gammaholding.nl
Rabobank International Global Financial Markets - Syndications
Croeselaan 18
3521 CB Utrecht
Nederland
Postbus 17100
3500 HG Utrecht
Nederland
Tel: +31 (0)30 712 4451
Fax: +31 (0)30 712 4018
Email:prospectus(at)rabobank.com
Digital copies of the Position Statement are available on the website of Gamma
Holding (www.gammaholding.nl, under Corporate governance, Documents and
downloads).
Restrictions and important information
The making of the Offer, making the Offer Memorandum, the Position Statement and
this press release publicly available, including the distribution of any other
information regarding the Offer may in certain jurisdictions may subject to
restrictions. The Offer is not, directly or indirectly, being made in and will
not be accepted for purchase from 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. However, acceptances of the Offer by
shareholders not residing in The Netherlands will be accepted if such
acceptances comply with the acceptance procedure set out in the Offer
Memorandum. Any failure to comply with any such restrictions may constitute a
violation of the applicable securities or others laws or regulations of such
jurisdiction. Neither Go Acquisition, nor Gilde nor Parcom, nor any of their
respective advisers accepts any liability for any violation by any person of any
such restriction. Shareholders should promptly seek independent advice regarding
their position in this respect.
This press release is also published in Dutch; the Dutch version will prevail
over the English version.
Notes to the editor, not for publication:
For further Information please contact
Gilde Buy Out Partners - Koos Teule (+31 (0)30 219 25 37)
Gamma Holding - Guus Groote Schaarsberg (+31 (0)492 566 609)
click here for pdf file:
http://hugin.info/130740/R/1488889/424232.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: Gamma Holding NV via Thomson Reuters ONE
[HUG#1488889]
Unternehmensinformation / Kurzprofil:
Datum: 15.02.2011 - 08:01 Uhr
Sprache: Deutsch
News-ID 51468
Anzahl Zeichen: 9442
contact information:
Town:
Helmond
Kategorie:
Business News
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"Stake of Go Acquisition B.V. in Gamma Holding N.V. to 91.5%"
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