Prysmian declares offer Draka unconditional
(Thomson Reuters ONE) -
NOT FOR DISTRIBUTION IN THE UNITED STATES
This is a joint press release by Prysmian S.p.A. and Draka Holding N.V.,
pursuant to the provisions of Article 16 paragraph 1 and Article 17 paragraph
1 of the Decree on public offers Wft (Besluit Openbare Biedingen Wft, the
Decree) in connection with the public offer by Prysmian S.p.A. for all the
issued and outstanding ordinary shares in the capital of Draka Holding N.V. This
announcement does not constitute an offer, or any solicitation of any offer, to
buy or subscribe for any securities in Prysmian and/or Draka. Any offer is made
only by means of the Offer Memorandum. This announcement is not for release,
publication or distribution, in whole or in part, in or into directly or
indirectly the United States, Canada, Japan and Australia.
Milan, Amsterdam, 8 February 2011 - Reference is made to the joint press
releases of Prysmian S.p.A. (Prysmian or the Offeror) and Draka Holding N.V.
(Draka) of 22 November 2010 and 4 February 2011 and the press releases of
Prysmian of 15 December 2010, 5 January 2011 and 24 January 2011 and 26 January
2011, whereby Prysmian announced to make an offer for all issued and outstanding
ordinary shares of Draka (the Shares) at an offer price of EUR 8.60 in cash plus
0.6595 newly issued Prysmian ordinary shares (New Prysmian Shares) for each
Share (the Offer).
Highlights
* Prysmian declares the public offer for all Shares in Draka unconditional
* 90.4% of the Shares accepted
* Remaining Shares can be tendered in a post acceptance period ending
22 February 2011
* Settlement of the Offer will take place on 22 February 2011
Offer declared unconditional
Prysmian is pleased to announce that it declares the Offer unconditional
(gestanddoening).
All offer conditions in connection with the Offer, as described in the offer
memorandum dated 5 January 2011 (the Offer Memorandum), have been fulfilled,
with the exception of the offer condition of all relevant regulatory approval
procedures having been completed. The Offeror has decided to waive this
condition, in accordance with applicable law and regulations.
Acceptances
During the offer period, which ended at 18:00 hours, Amsterdam time, on 3
February 2011, 44,064,798[1] Shares have been tendered for acceptance under the
Offer, representing approx. 90.4% of the Shares (excluding any Shares held by
Draka).
Together with the 5,754,657 financing preference shares to be acquired by
Prysmian from ASR Levensverzekering N.V. and Kempen Bewaarder Beleggingsfonds
'Ducatus' B.V. on 1 March 2011, Prysmian shall hold approx. 91.4% of the total
issued and outstanding share capital of Draka.
Settlement
With reference to the Offer Memorandum, holders of Shares (Shareholders) who
accepted the Offer shall receive an amount in cash of EUR 8.60 plus 0.6595 New
Prysmian Shares (the Offer Price) for each Share validly tendered (or
defectively tendered provided that such defect has been waived by the Offeror)
and delivered (geleverd) under the terms and subject to the conditions and
restrictions of the Offer.
Payment of the Offer Price per Share shall occur on 22 February 2011 (the
Settlement Date).
Post Closing Acceptance Period (na-aanmeldingstermijn)
The Offeror grants the Shareholders who have not yet tendered their Shares under
the Offer the opportunity to tender their Shares in a post closing acceptance
period (na-aanmeldingstermijn) commencing at 09:00 hours, Amsterdam time, on 9
February 2011 and expiring at 18:00 hours, Amsterdam time, on 22 February 2011
(the Post Closing Acceptance Period). Shareholders can tender their Shares in
the same manner and subject to the same terms, conditions and restrictions as
described in the Offer Memorandum.
Shareholders who tender and deliver their Shares for acceptance pursuant to the
Offer during the Post Closing Acceptance Period will receive, within ten (10)
business days following the expiry of the Post Closing Acceptance Period, the
Offer Price in respect of each Tendered Share. Shareholders who tender their
Shares during the Post Closing Acceptance Period shall not have the right to
withdraw such Tendered Shares.
Further consequences of the Offer
As soon as legally possible and practicable, Prysmian intends to terminate the
listing of the Shares on NYSE Euronext Amsterdam.
The remaining Shareholders who do not wish to tender their Shares in the Post
Closing Acceptance Period should carefully review Section 6.13 of the Offer
Memorandum, which describes certain risks that will exist in connection with
their continued shareholding in Draka, including among others, loss of
liquidity, increased leverage, reduced governance rights, tax treatment of
distributions and changes to Draka's dividend policy. These risks are in
addition to the risks associated with holding securities issued by Draka
generally, such as the exposure to risks related to the business of Draka and
its subsidiaries, the markets in which the Draka group operates, as well as
economic trends affecting such markets generally as such business, markets or
trends may change from time to time.
Offer Memorandum, Position Statement and further information
Prysmian is making the Offer on the terms and subject to the conditions and
restrictions contained in the Offer Memorandum. In addition, Draka has made
available the position statement, containing the information required by Article
18, paragraph 2 and Annex G of the Decree in connection with the Offer (the
Position Statement).
[1] After expiry of the offer period, 50 additional Shares were tendered and
accepted by Prysmian as defective tenders.
Pdf version of the press release
Pdf versie van het persbericht
For more information
Prysmian Draka
Luca Caserta Michael Bosman
Investor Relations Investor Relations
Telephone: +39 02 64491 Telephone: +31 20 56 89 805
Email:luca.caserta(at)prysmian.com Email:michael.bosman(at)draka.com
www.draka.com
Lorenzo Caruso
Media Relations
Telephone: +39 02 64491
Email:lorenzo.caruso(at)prysmian.com
www.prysmian.com
Prysmian profile
A leading player in the industry of high-tech cables and systems for energy and
telecommunications, the Prysmian Group is a global business with more than ?3.7
billion in net sales in 2009 and a strong position in higher value-added market
segments. With its two businesses, Energy Cables & Systems (submarine and
underground cables for power transmission and distribution, for industrial
applications and for the distribution of electricity to residential and
commercial buildings) and Telecom Cables & Systems (optical cables and fibers
and copper cables for video, data and voice transmission), Prysmian boasts a
global presence with subsidiaries in 39 countries, 56 plants in 24 countries, 7
Research & Development Centres in Europe, USA and South America, and around
12,000 employees.
Prysmian is listed on the Milan Stock Exchange in the Blue Chip index. More
information on Prysmian can be found atwww.prysmian.com.
Draka profile
Draka Holding N.V. ('Draka') is the holding company of a number of operating
companies that are active worldwide in the development, production and sale of
cable and cable systems. Draka's activities are divided into three groups:
Energy & Infrastructure, Industry & Specialty and Communications.
Within these three groups, the activities are organised into divisions. Energy &
Infrastructure consists of the Europe and Asia-Pacific divisions; Industry &
Specialty consists of the Aerospace, Automotive, Elevator, Engineered
Specialties, Offshore and Renewable Energy divisions and the Communications
Group comprises the Telecom Solutions, Multimedia and Specials, Americas and
Optical Fiber divisions.
Draka has 68 operating companies in 31 countries throughout Europe, North and
South America, Asia and Australia. Worldwide, the Draka companies employ some
9,400 people. Draka Holding N.V.'s head office is in Amsterdam. In 2009, Draka
reported revenue of ? 2.0 billion and net income of ? 48.3 million (excluding
non-recurring items).
Draka Holding N.V. ordinary shares are listed on NYSE Euronext Amsterdam. The
company is included in the Next150 index and the AMX index (Amsterdam Midkap
index). Options on Draka shares are also traded on the NYSE Euronext Amsterdam
Derivative Markets.
More information on Draka Holding N.V. can be found atwww.draka.com.
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Source: Draka Holding NV via Thomson Reuters ONE
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Datum: 08.02.2011 - 07:55 Uhr
Sprache: Deutsch
News-ID 51181
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"Prysmian declares offer Draka unconditional"
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