Koninklijke Ten Cate NV : TENNESSEE ACQUISITION B.V. EXTENDS OFFER PERIOD FOR TENCATE UNTIL 17:40 HOURS CET ON 14 JANUARY 2016
(Thomson Reuters ONE) -
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 paragraph 1 and Section 15 paragraph 2 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 20 October 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
Utrecht/Almelo, 21 December 2015
TENNESSEE ACQUISITION B.V. EXTENDS OFFER PERIOD FOR TENCATE UNTIL 17:40 HOURS
CET ON 14 JANUARY 2016
Utrecht/Almelo, the Netherlands, 21 December 2015 - The Offeror and TenCate
hereby jointly announce that the Offeror has decided to extend the Acceptance
Period for the recommended public offer for all Shares in the capital of TenCate
to 17:40 hours on 14 January 2016, in accordance with the terms and conditions
of the Offer Memorandum and the provisions of Article 15 of the Takeover Decree.
Extension
The Acceptance Period has been extended by the Offeror due to the Offer
Condition 3.9(b) (Acceptance Level) not being fulfilled upon expiry of the
initial Acceptance Period at 17:40 hours CET on 16 December 2015.
During the extension of the Acceptance Period, any Shares previously tendered
and not withdrawn will remain subject to the Offer. In accordance with article
15, paragraph 3 of the Takeover Decree, Shares tendered on or prior to the
original Acceptance Closing Time may be withdrawn during the Acceptance Period
as extended.
Tendered Shares
Following 17:40 hours CET 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, amounting to a total value of
approximately EUR 401.8 million (if valued at the Offer Price of EUR 24.60 per
Share).
Indicative timetable
As a result of the extension, the indicative timetable will be as follows:
The times and dates below are indicative only.
+-----------------------------------+------------------------------------------+
|Expected date and time |Event |
+-----------------------------------+------------------------------------------+
|17:40 hours CET, 14 January 2016 |Extended Acceptance Closing Time |
|subject to extension | |
| |The deadline for Shareholders wishing to |
| |tender Shares, unless the Offer is |
| |extended in accordance with article 15 of |
| |the Takeover Decree. |
+-----------------------------------+------------------------------------------+
|Not later than three (3) Business |On this date the Offeror shall publicly |
|Days following the extended |announce, in accordance with articles 15 |
|Acceptance Closing Time |and 16 of the Takeover Decree, that |
| |either: |
| | |
| | * the Offer is declared unconditional |
| | (gestand wordt gedaan), being the |
| | Unconditional Date; or |
| | * the Offer is not declared |
| | unconditional as a result of an Offer |
| | Condition not being satisfied or |
| | waived. |
+-----------------------------------+------------------------------------------+
|Not later than on the third (3(rd))|Commencement of Post Acceptance Period |
|Business Day following the | |
|Unconditional Date |Post Acceptance Period (na- |
| |aanmeldingstermijn): the Offeror may |
| |announce a Post Acceptance Period for the |
| |Offer with a maximum duration of two (2) |
| |weeks to enable Shareholders that did not |
| |tender their Shares during the (extended) |
| |Acceptance Period to tender their Shares |
| |under the same terms and conditions |
| |applicable to the Offer. |
+-----------------------------------+------------------------------------------+
|Not later than five (5) Business |Settlement Date |
|Days following the Unconditional | |
|Date |The date on which, in accordance with the |
| |terms and conditions of the Offer, the |
| |Offeror shall pay the Offer Price per |
| |Share to the Exchange Agent, as |
| |applicable, for the benefit of the |
| |Shareholders who have validly tendered (or|
| |defectively tendered provided that such |
| |defect has been waived by the Offeror) and|
| |delivered (geleverd) their Shares under |
| |the Offer, which date shall be promptly, |
| |but in any event, within five (5) Business|
| |Days following the Unconditional Date, |
| |subject to the Offer being declared |
| |unconditional (gestand wordt gedaan). |
+-----------------------------------+------------------------------------------+
Further information
Media contacts:
Hill+Knowlton Strategies
Ariën Stuijt
Tel: +31 20 4044 707
Mob: +31 6 2153 1233
Investor contacts:
TenCate
Gert Steens
Tel: +31 546 544 318
Mob: +31 6 2159 7411
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.
Press release as PDF:
http://hugin.info/130798/R/1975231/722834.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire 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: Koninklijke Ten Cate NV via GlobeNewswire
[HUG#1975231]
Unternehmensinformation / Kurzprofil:
Datum: 21.12.2015 - 19:45 Uhr
Sprache: Deutsch
News-ID 441089
Anzahl Zeichen: 14615
contact information:
Town:
Almelo
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 397 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Koninklijke Ten Cate NV : TENNESSEE ACQUISITION B.V. EXTENDS OFFER PERIOD FOR TENCATE UNTIL 17:40 HOURS CET ON 14 JANUARY 2016"
steht unter der journalistisch-redaktionellen Verantwortung von
Koninklijke Ten Cate NV (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
