Shareholders D.E MASTER BLENDERS 1753 vote in favor of all resolutions at the EGM
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Shareholders D.E MASTER BLENDERS 1753 vote in favor of all resolutions at the
EGM
Amsterdam, July 31, 2013 - D.E MASTER BLENDERS 1753 N.V. ("DEMB" or the
"Company") reports that the Company's Shareholders voted in favor of all
resolutions during the Extra Ordinary General Meeting of Shareholders (EGM) that
was held today. 49.38% of D.E MASTER BLENDERS 1753's total share capital issued
and outstanding was present or represented at the EGM.
The following resolutions, all of which relate to the Offer by Oak Leaf B.V. for
all outstanding shares of DEMB, were approved:
Ø amendment of the Articles of Association to take effect upon the Settlement
Date of the Offer;
Ø appointments of Mr B. Becht, Mr P. Harf, Mr O. Goudet, Mr A. Van Damme, Mr B.
Trott, Mr A. Santo Domingoas Non-Executive Directors and Mr. M.M.G. Cup as
Executive Director to take effect upon the Settlement Date;
Ø discharge from liability of Mr J. Bennink, Mr N.R. Sorensen-Valdez, Mrs
M.M.M. Corrales, Mrs G.J.M. Picaud and Mrs S.E. Taylor as Non-Executive
Directors to take effect upon the Settlement Date;
Ø discharge from liability of Mr A. Illy and Mr. R. Zwartendijk as Non-
Executive Directors that stay on until the date of the EGM to take effect upon
the Settlement Date;
Ø the triangular legal merger with Oak Sub B.V. (as acquiring company) and New
Oak B.V. (as group company of the acquiring company) in accordance with the
merger proposal as drawn up by the Boards of Directors of the merging companies,
subject to the conditions that (i) the Acceptance Level immediately after the
Post-Closing Acceptance Period is less than 95% of all shares in the share
capital of the Company on a fully diluted basis and (ii) the Offeror resolves to
pursue the Post-Closing Merger and Liquidation,
all conditional to the Offer being declared unconditional; and
Ø discharge from liability of Mr. C.J.A. van Lede and Mr. M.J. Herkemij as
former members of the Board of Directors.
An audio webcast and the presentation slides related to the EGM are available on
the Company's website (www.demasterblenders1753.com).
Acceptance Period and Offer documentation
The Acceptance Period of the Offer ends at 17:40 hours CET (11:40 ET) on August
15, 2013, unless extended. The Settlement Date is expected to occur within three
Dutch Business Days after the Offer has been declared unconditional.
The Offer Memorandum and the Solicitation/Recommendation Statement on Schedule
14D-9 (including 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 are available at no charge on
the websites of the SEC (www.sec.gov) and the Company
(www.demasterblenders1753.com). Copies of the Offer Memorandum are also
available free of charge at the offices of the Company and the Exchange Agent
(Rabobank International).
For more information
D.E MASTER BLENDERS 1753
Exchange Agent
-------------------------------------------------------------------------------
D.E MASTER BLENDERS Rabobank
Contact Investor Relations 1753 N.V. International
Robin Jansen Oosterdoksstraat 80 Croeselaan 18
+31 20 558 1014 1011 DK Amsterdam P.O. Box 17100
investor-
relations(at)DEMB.com The Netherlands 3500 HG Utrecht
The Netherlands
Corporate Communications +31 30 712 3785
Michiel Quarles van
Ufford
+31 20 558 1080
media-relations(at)DEMB.com
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 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).
Read Press Release in PDF:
http://hugin.info/152637/R/1692177/572633.pdf
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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#1692177]
Unternehmensinformation / Kurzprofil:
Datum: 31.07.2013 - 17:01 Uhr
Sprache: Deutsch
News-ID 283561
Anzahl Zeichen: 7702
contact information:
Town:
Amsterdam
Kategorie:
Business News
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