Recommended public cash offer for all issued and outstanding ordinary shares of D.E MASTER BLENDERS 1753
(Thomson Reuters ONE) -
Full Press Release in PDF
* Offer Price of EUR 12.50 per ordinary share (cum dividend).
* Offer Price represents a 36.7% premium to D.E MASTER BLENDERS 1753's volume-
weighted average closing price for three months up to and including 27 March
2013.
* The Board fully supports and unanimously recommends the Offer.
* The works council has rendered positive advice in respect of the Offer and
the Post-Closing Merger and Liquidation.
* Clearance obtained from the EU and Russian competition authorities.
* Acceptance Period starts at 09:00 hours CET (03:00 ET) on 20 June 2013 and
ends at 17:40 hours CET (11:40 ET) on 15 August 2013, unless extended.
* D.E MASTER BLENDERS 1753's EGM scheduled for 31 July 2013.
* Offer is subject to minimum acceptance level of at least 95% of the Shares.
Lowered to 80%, if Shareholders vote in favor of Legal Merger, the Offeror
obtained a waiver under its senior facilities agreement with respect to the
Offer and nothing occurred that will prevent or delay completion of the
Post-Closing Merger and Liquidation.
* Post-Closing Merger and Liquidation increases deal certainty, significantly
reduces costs and results in a more efficient financing structure. The Board
unanimously recommends to vote in favor of the Legal Merger.
Amsterdam / Haarlem, 19 June 2013 - Oak Leaf B.V. (the "Offeror"), a newly
incorporated company wholly owned by a Joh. A. Benckiser-led investor group, and
D.E MASTER BLENDERS 1753 N.V. ("D.E MASTER BLENDERS 1753" or "DEMB") jointly
announce that the Offeror is making a recommended public offer to all holders of
issued and outstanding ordinary shares with a nominal value of EUR 0.12 each in
the capital of D.E MASTER BLENDERS 1753 (the "Shares" and each a "Share", the
holders of such Shares the "Shareholders") to purchase their Shares at an offer
price of EUR 12.50 (cum dividend) in cash for each Share, subject to and upon
the terms and conditions of the Offer Memorandum (the "Offer").
Offer Memorandum and Schedule TO
The Offeror is making the Offer subject to and upon the terms and conditions of
the offer memorandum dated 19 June 2013 (the "Offer Memorandum"). Digital copies
of the Offer Memorandum are available on the website of DEMB
(www.demasterblenders1753.com). Copies of the Offer Memorandum are also
available at request, free of charge, at the offices of DEMB and the Exchange
Agent (Rabobank International).
The Offeror filed with the U.S. Securities and Exchange Commission (the "SEC") a
Tender Offer Statement on Schedule TO, of which the Offer Memorandum forms a
part, and exhibits thereto. The Offer Memorandum and the Position Statement will
be available at no charge at the SEC's website (www.sec.gov).
The Offer
The Offer values 100% of the Shares at approximately EUR 7.5 billion (on a fully
diluted basis). The Offer Price represents a 36.7% premium to D.E MASTER
BLENDERS 1753's volume-weighted average closing price for three months up to and
including 27 March 2013.
Shareholders tendering their Shares under the Offer will be paid on the terms
and subject to the conditions and restrictions contained in the Offer Memorandum
in consideration for each Share validly tendered, or defectively tendered,
provided that such defect has been waived by the Offeror, and transferred
(geleverd) an amount in cash of EUR 12.50 (twelve euro and fifty euro cents) cum
dividend (the "Offer Price").
In the event any dividend or other distribution on the Shares (each, a
"Distribution") is declared by DEMB prior to Settlement, the Offer Price will be
decreased by the full amount of any such Distribution in respect of each Share
(before any applicable withholding tax).
The Offeror has already confirmed to have certain funds in the press release
dated 12 April 2013.
Committed Shares
Acorn Holdings, an indirect 100% shareholder of the Offeror, holds 89,532,998
Shares, representing approximately 15.05% of the Shares. Acorn Holdings has
irrevocably undertaken to transfer all Shares held by it to the Offeror under
the terms and conditions of the Offer Memorandum.
DEMB will ensure that individual Board members holding Shares shall tender under
the Offer all of their Shares, unless the Recommendation has been changed or
revoked.
Works council advice
The works council of Koninklijke Douwe Egberts B.V. ("KDE") has rendered
positive advice in respect of (i) the support, recommendation and execution by
the Board of the Offer and (ii) the financing of the Offer and (iii) the
support, recommendation and execution by the Board of the Post-Closing Merger
and Liquidation (as defined below) as well as any action required for the
implementation of (i), (ii) and (iii).
Recommendation by the Board
The board of directors of DEMB (the "Board") fully supports and unanimously
recommends the Offer (the "Recommendation") and to vote in favor of the proposed
Legal Merger (as defined below) at the EGM (the "Merger Resolution").
Merger clearance filings
The Offeror has obtained regulatory clearance from the European Commission and
the Federal Antimonopoly Service of Russia in connection with the Offer.
Extraordinary general meeting of DEMB
At 14:00 hours CET on 31 July 2013, an extraordinary general meeting of
Shareholders (the "EGM") will be convened at Beurs van Berlage located at Damrak
243, 1012 ZJ Amsterdam, the Netherlands.
At the EGM, the Offer, among other matters, will be discussed in accordance with
the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft,
the "Decree"). In connection with the Offer, the Shareholders are being asked to
adopt resolutions to amend (i) the articles of association of DEMB to implement
certain changes to the corporate governance structure of DEMB and (ii) the
composition of the Board. At the EGM, the Post-Closing Merger and Liquidation
(as defined below) will also be discussed and the Shareholders are being asked
to vote in favor of the Merger Resolution.
A position statement providing further information to the Shareholders as
required pursuant to section 18 of the Decree published by the Board dated 19
June 2013 (the "Position Statement"), the agenda of the EGM and the explanatory
notes thereto, and other relevant information are available on the website of
DEMB (www.demasterblenders1753.com). The solicitation/recommendation statement
on Schedule 14D-9 filed by DEMB with the SEC (the "Schedule 14D-9"), of which
the Position Statement forms a part, and the exhibits thereto will be made
available at no charge at the SEC's website (www.sec.gov).
Acceptance Period
The Acceptance Period begins at 9:00 hours CET (03:00 ET) on 20 June 2013 and
ends at 17:40 hours CET (11:40 ET) on 15 August 2013, unless extended in
accordance with section 15 of the Decree and the provisions of the Offer
Memorandum (such date, the "Acceptance Closing Date" and, such period, the
"Acceptance Period").
Acceptance by Shareholders
Holders of Shares which are held through an institution admitted to NYSE
Euronext Amsterdam are requested to make their acceptance known via their bank
or stockbroker no later than 17:40 hours CET (11:40 ET) on 15 August 2013,
unless the Acceptance Period is extended.
Holders owning 6,250 or fewer Shares individually recorded in DEMB's
shareholders' register, which are not held in a joint account, trust,
corporation, LLC, partnership or other legal entity wishing to accept the Offer
in respect of such shares and to tender and transfer (leveren) such Shares may
follow the instructions and complete the tender process on the site www.cpu-
us.com/demb or call Computershare Trust Company, N.A. toll-free at 800-214-7371
and follow the instructions provided and complete the tender process no later
than 17:40 hours CET (11:40 hours ET) on 15 August 2013, unless the Acceptance
Period is extended.
Holders of more than 6,250 Shares or accounts which are held as a joint account,
trust, corporation, LLC, partnership or other legal entity recorded in DEMB's
shareholders' register wishing to accept the Offer in respect of such Shares and
to tender and transfer (leveren) such Shares must deliver a completed and signed
tender form to Computershare Trust Company, N.A., prior to 17:40 hours CET
(11:40 hours ET) on 15 August 2013, unless the Acceptance Period is extended.
The tender form will be mailed together with the Offer Memorandum to holders of
Shares individually recorded in DEMB's shareholders' register.
USD Settlement Option
Shareholders who accept the Offer and tender their Shares may at such time elect
to receive the USD equivalent of the Offer Price at the conversion rate using
the European Central Bank euro foreign exchange reference rate for a currency
exchange commission.
Extension
The Offeror reserves the right to extend the Acceptance Period, for a minimum of
two weeks and a maximum of ten weeks in accordance with the Decree. If the
Acceptance Period is extended, the Offeror will make an announcement to that
effect no later than on the third Dutch business day following the Acceptance
Closing Date.
Declaring the Offer unconditional
The Offer is subject to the fulfillment or waiver of the conditions for the
Offer, including (i) a minimum acceptance level of 95% of the Shares on a fully
diluted basis (the "Minimum Acceptance Condition"), (ii) the EGM having adopted
certain resolutions and (iii) no material adverse change having occurred.
The Offeror and DEMB have agreed that the Offeror will waive the Minimum
Acceptance Condition, if (i) the Shareholders have voted in favor of the Merger
Resolution at the EGM and such resolution is in full force and effect, (ii)
there is a minimum acceptance of 80% of the Shares at the end of the Acceptance
Period, (iii) the Offeror has obtained a waiver under the senior facilities
agreement with respect to the Offer (the "SFA") in accordance with the
provisions of the SFA to waive the Minimum Acceptance Condition without any
change to the terms or conditions of the SFA and without supplemental terms or
conditions (other than such waiver) and (iv) nothing shall have occurred that
will prevent or delay, or is reasonably expected to prevent or delay in any
material respect, the completion of the Post-Closing Merger and Liquidation in
accordance with its contemplated terms, which shall for the avoidance of doubt
include that the merger proposal with respect to the Legal Merger (as defined
below) (the "Merger Proposal") shall not have been withdrawn, and no non-
frivolous claim or non-frivolous objection based on law or contract is made that
will materially adversely affect or is reasonably likely to materially adversely
affect the implementation of the Post-Closing Merger and Liquidation in
accordance with its contemplated terms (including the transfer of all assets and
liabilities of DEMB to Oak Sub B.V. ("Oak Sub")).
No later than on the third Dutch business day following the Acceptance Closing
Date, the Offeror will determine whether the conditions for the Offer have been
fulfilled or are to be waived. In addition, the Offeror will announce on such
date, in accordance with section 16 paragraph 1 of the Decree, whether (i) the
Offer has been declared unconditional, (ii) the Offer will be extended in
accordance with section 15 of the Decree or (iii) the Offer is terminated as a
result of the conditions for the Offer not having been fulfilled or waived.
Settlement
In the event that the Offeror announces that the Offer is declared
unconditional, Shareholders who have validly tendered, or defectively tendered,
provided that such defect has been waived by the Offeror, and transferred
(geleverd) their Shares for acceptance pursuant to the Offer prior to or on the
Acceptance Closing Date (each of these Shares, a "Tendered Share") will receive
the Offer Price in respect of each Tendered Share, and the Offeror shall accept
the transfer of and acquire each Tendered Share, promptly, but in any event
within three Dutch business days following the Unconditional Date (the
"Settlement" and the day on which such settlement occurs the "Settlement Date").
Post-closing acceptance period
In the event that the Offeror announces that the Offer is declared
unconditional, the Offeror will, in accordance with section 17 of the Decree,
within three Dutch business days after declaring the Offer unconditional,
publicly announce a post-closing acceptance period (na-aanmeldingstermijn) and a
subsequent offering period, in accordance with Rule 14d-11 under the Exchange
Act, of at least five Dutch business days to enable Shareholders who did not
tender their Shares during the Acceptance Period to tender their Shares under
the same terms and conditions as the Offer.
Post-Closing Merger and Liquidation
* Post-Closing Merger and Liquidation may only be implemented after the post-
closing acceptance period and hence after the Offeror has declared the Offer
unconditional.
* Post-Closing Merger and Liquidation not implemented if acceptance level is
equal to or exceeds 95%.
* Legal Merger (part of Post-Closing Merger and Liquidation) is proposal of
the Board to general meeting of shareholders of DEMB.
* General meeting of shareholders of DEMB decides upon Legal Merger.
* Legal Merger must be proposed at this stage to increase the likelihood of
the Offer being declared unconditional (e.g. Offeror waiving the 95%
acceptance level condition).
* The Board is of the genuine opinion that it is its fiduciary duty to propose
the Legal Merger to the Shareholders as it allows the possibility of a cash
exit under the Offer if the vast majority of Shareholders so desires.
* Minority Shareholders are offered a cash exit equal to the Offer Price,
without interest and subject to withholding taxes and other taxes.
* The works council of KDE has rendered a positive advice on the Post-Closing
Merger and Liquidation as they see the merits of the Offer being
successfully consummated.
* Full transparency to the Shareholders is important to the Board, hence the
detailed information in the Offer Memorandum, the Position Statement and the
documentation on the Post-Closing Merger and Liquidation.
* The Post-Closing Merger and Liquidation will lead to minimal disruption of
DEMB's business and operations.
As further described in the Offer Memorandum, the Offeror and DEMB have agreed
in principle to certain arrangements to facilitate the Offeror acquiring 100% of
the shares of a legal successor of DEMB and full ownership of DEMB's business
(the "Post-Closing Merger and Liquidation") as soon as practically possible
after completion of the Offer and upon the fulfillment of certain conditions.
In summary, the Post-Closing Merger and Liquidation consists of the following
transaction steps:
* Pursuant to the Board's merger proposal DEMB will merge and disappear into
Oak Sub, an indirect wholly owned non-listed subsidiary of the Offeror. As
part of this merger, the non-tendering Shareholders will receive shares in
the capital of New Oak B.V. ("New Oak"), a direct wholly owned non-listed
subsidiary of the Offeror and the sole shareholder of Oak Sub, on a share-
for-share basis (the "Legal Merger"). As a consequence, DEMB will be
delisted from NYSE Euronext Amsterdam.
* New Oak will sell and transfer the shares in Oak Sub to the Offeror against
payment of the Offer Price multiplied by the total number of shares in the
capital of New Oak, in the form of cash and a loan note.
* New Oak will be liquidated and it is intended that the cash consideration
will be distributed by means of an advance liquidation distribution to the
shareholders of New Oak, other than the Offeror, and the advance liquidation
distribution to the Offeror will be set-off against the note. It is intended
that the amount of the advance liquidation distribution per share in the
capital of New Oak will be equal to the Offer Price, without interest and
subject to withholding and other taxes.
On the basis of a tax ruling issued by the Dutch tax authorities, generally the
amount of Dutch dividend withholding tax on the advance liquidation distribution
would be approximately ? 0.436 per New Oak share (15% of ? 2.909 per New Oak
share, being the excess of the advance liquidation distribution over the
recognized average paid-in capital), which is approximately 3.5% of the Offer
Price.
If the Offer is declared unconditional, Shareholders will be able to tender
their shares during a post-closing acceptance period (na-aanmeldingstermijn) of
at least five business days and, as a result, avoid the consequences of the
Post-Closing Merger and Liquidation.
The Post-Closing Merger and Liquidation leads to increased efficiency of the
DEMB group's financing structure (including establishing a fiscal unity) and
thus increases the likelihood of the consummation of the Offer, allows
Shareholders to obtain cash for their shares without any action from their part
and will reduce costs. The proposed Legal Merger, which is part of the Post-
Closing Merger and Liquidation, will be voted upon at the EGM. Taking into
account the above, the Board unanimously recommends to vote in favor of the
proposed Legal Merger.
Liquidity and delisting
If the Offer is declared unconditional (gestand wordt gedaan), the purchase of
Shares by the Offeror pursuant to the Offer, among other things, will reduce the
number of Shareholders and the number of Shares that might otherwise trade
publicly.
In addition, the Offeror intends to procure that DEMB's listing on NYSE Euronext
Amsterdam will be terminated as soon as possible following the Offer being
declared unconditional.
Consequences of the Offer
Shareholders who do not tender their Shares under the Offer should carefully
review the Offer Memorandum, in particular section 6.9 (Consequences of the
Offer), which describes certain risks they will be subject to if they elect not
to accept the Offer. These risks are in addition to the risks associated with
holding securities issued by DEMB generally. In summary, the Offeror reserves
the right to use any permitted method to acquire 100% of the Shares or DEMB's
business.
If, following the Settlement Date, the Offeror and its affiliates, alone or
together with DEMB, hold at least 95% of DEMB's aggregated issued share capital
on a fully diluted basis, the Offeror shall commence a statutory buy-out
(uitkoopprocedure) in order to acquire the remaining Shares not tendered and not
held by the Offeror, its affiliates or DEMB.
If the Shareholders vote in favor of the Legal Merger at the EGM and,
subsequently, the Offer is declared unconditional with an acceptance level that
is less than the minimum acceptance of 95% of the Shares on a fully diluted
basis, the Offeror intends to pursue the Post-Closing Merger and Liquidation.
Subject to the Offer being declared unconditional, the Offeror shall be entitled
to effect or cause to effect any other restructuring of the DEMB group for the
purpose of achieving an optimal operational, legal, financial or fiscal
structure in accordance with Dutch law in general, some of which may have the
effect of diluting the interest of any remaining minority Shareholders,
including (i) a statutory cross-border or domestic (bilateral or triangular)
legal merger (juridische (driehoeks-) fusie), (ii) a sale of all, substantially
all, or a substantial part of the assets of DEMB or (iii) any other legal
measure as set out in the Offer Memorandum.
Announcements
Any further announcements declaring whether the Offer is declared unconditional
and announcements in relation to an extension of the Acceptance Period will be
issued by press release.
Additional information
This announcement contains certain selected and condensed information regarding
the Offer and does not replace the Offer Memorandum or the Position Statement.
The information in this announcement is not complete and additional important
information is contained in the Offer Memorandum and the Position Statement.
Upon commencement of the Acceptance Period, the Offeror will file the Offer
Memorandum as an exhibit to the Tender Offer Statement on Schedule TO with the
SEC, and DEMB will file the Position Statement as an exhibit to a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
Offer.
The Offer Memorandum and the Position Statement contain important information
that should be read carefully before any decision is made to tender Shares under
the Offer. Shareholders are advised to seek independent advice where appropriate
to reach a balanced judgment in respect of the contents of these documents and
the Offer itself. In addition, Shareholders may wish to consult with their tax
advisers regarding the tax consequences of tendering their Shares under the
Offer.
The Offer Memorandum and the Position Statement will be available at no charge
at the SEC's website at (www.sec.gov).
Digital copies of the Offer Memorandum and the Position Statement are available
on the website of DEMB (www.demasterblenders1753.com). Copies of the Offer
Memorandum are also available free of charge at the offices of DEMB and the
Exchange Agent (Rabobank International).
For more information
The Offeror
------------------------------------------------------------------
Contact Hill+Knowlton Strategies Oak Leaf B.V.
European Media: Oudeweg 147
Ingo Heijnen or Frans van der Grint 2031 CC Haarlem
+31 20 404 47 07 The Netherlands
Abernathy McGregor Group
US Media
Tom Johnson
+1 212 371-5999
D.E MASTER BLENDERS 1753
------------------------------------------------------------------------
Contact Investor Relations D.E MASTER BLENDERS 1753 N.V.
Robin Jansen Oosterdoksstraat 80
+31 20 558 1014 1011 DK Amsterdam
investor-relations(at)DEMB.com The Netherlands
Corporate Communications
Michiel Quarles van Ufford
+31 20 558 1080
media-relations(at)DEMB.com
Exchange Agent
---------------------------------------
Contact Rabobank International
Croeselaan 18
P.O. Box 17100
3500 HG Utrecht
The Netherlands
+31 30 712 3785
Information Agent
-------------------------------------------------------------------------------
Contact Georgeson
Shareholders in U.S. Shareholders outside the U.S.
480 Washington Boulevard, 26th 2nd Floor, Vintners Place, 68 Upper
Floor Thames Street
Jersey City, New Jersey 07310 London EC4V 3BJ
United States of America United Kingdom
+1-800-561-3947 +44 800 3813 3813
U.S. Dealer Manager
------------------------------------------------
Contact Citigroup Global Markets Inc.
388 Greenwich
New York, NY USA 10013
United States of America
1-855-388-8457 (U.S. toll free)
Advisers
Leonardo & Co. B.V., BDT & Company, LLC, Merrill Lynch International and
Rabobank/Rothschild are acting as financial advisers to the Offeror. Citigroup
Global Markets Inc. and Morgan Stanley & Co International plc are acting as
financial advisers to the JAB. Stibbe N.V. and Skadden, Arps, Slate, Meagher &
Flom LLP are acting as legal counsel to the Offeror and JAB.
Lazard B.V. is acting as lead financial adviser to DEMB in connection with the
Offer. Goldman Sachs International and JP Morgan are also financial advisers to
DEMB. Allen & Overy and De Brauw Blackstone Westbroek are acting as legal
counsel to DEMB.
Restrictions
The Offer is being made in, and from, the Netherlands with due observance of the
statements, conditions and restrictions included in the Offer Memorandum.
Without prejudice to the Offeror's right to reject defective tenders, the
Offeror reserves the right to accept any tender under the Offer, which is made
by, or on behalf of, a Shareholder, even if it has not been made in the manner
set out in the Offer Memorandum.
The distribution of the Offer Memorandum and the making of the Offer in
jurisdictions other than the Netherlands and the U.S. may be restricted or
prohibited by law. We are currently not aware of any jurisdiction where the
making of the Offer is restricted or prohibited by law. If we become aware of
any such restriction or prohibition on the making of the Offer or the acceptance
of the Shares, we will make a good faith effort to comply or seek to have such
prohibition or restriction declared inapplicable to the Offer. If, after a good
faith effort, we cannot comply, we will not make the Offer to, nor will we
accept tenders from or on behalf of, the holders of Shares in that jurisdiction.
If you are in any doubt as to your eligibility to participate in the Offer, you
should contact your professional adviser immediately.
# # #
About the Offeror
The Offeror is a member of a privately-held affiliated group of entities,
operating under the Joh. A. Benckiser ("JAB") trade name. JAB is focused on
very long term investments in companies with premium brands in the fast moving
consumer goods category. JAB's portfolio includes a majority stake in Coty
Inc., a global leader in beauty, a majority stake in Peet's Coffee & Tea Inc.,
a premier speciality coffee and tea company, a majority stake in Caribou
Coffee Company, Inc., a specialty retailer of high-quality premium coffee
products and a minority stake in Reckitt Benckiser Group PLC, a global leader
in health, hygiene and home products. JAB also owns a luxury goods company
with brands such as Jimmy Choo, Bally and Belstaff. In the ordinary course of
its business JAB examines potential investments in or acquisitions of
companies in the coffee and tea category as well as in the cosmetics and
luxury goods category. The assets of JAB are overseen by its senior partners,
Peter Harf, Bart Becht and Olivier Goudet.
About D.E MASTER BLENDERS 1753
DEMB is a leading pure-play coffee and tea company that offers an extensive
range of high-quality, innovative products through well-known brands such as
Douwe Egberts, Senseo, L'OR, Pilão, Merrild, Moccona, Pickwick and Hornimans
in both retail and out of home markets. The company holds a number of leading
market positions across Europe, Brazil, Australia and Thailand and its
products are sold in more than 45 countries. DEMB generated sales of more than
? 2.7 billion in fiscal year 2012 and employs around 7,500 people worldwide.
For more information, please visit (www.demasterblenders1753.com).
Public Offer for DEMB:
http://hugin.info/152637/R/1710597/567285.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: D.E MASTER BLENDERS 1753 via Thomson Reuters ONE
[HUG#1710597]
Unternehmensinformation / Kurzprofil:
Datum: 19.06.2013 - 18:01 Uhr
Sprache: Deutsch
News-ID 271426
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contact information:
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"Recommended public cash offer for all issued and outstanding ordinary shares of D.E MASTER BLENDERS 1753"
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