10th Aug 2007 09:45
10 August 2007 Press release
This is a joint press release of Stork N.V. and London Acquisition B.V. pursuant to the provisions of Section 9b, subsection 1, of the Dutch Securities Trade Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995). Not for release, distribution or publication, in whole or in part, in the United States of America, Japan or Canada.
Recommended cash offer of EUR 47 per share for all of the issued and outstanding ordinary shares of Stork
With reference to the press releases dated 19 June 2007, 26 June 2007 and 25 July 2007, Stork N.V. ("Stork" or the "Company") and London Acquisition B.V. ("London Acquisition" or "the Offeror"), a holding company controlled by funds managed and advised by, or affiliated with, Candover, jointly announce today that the Offeror is making a recommended public offer for all of the issued and outstanding shares in the share capital of Stork (the "Shares"). Reference is made to the advertisements published in the Daily Official List and the NRC Handelsblad.
The Offer is on the terms of and subject to the conditions and restrictions contained in the offer memorandum dated 10 August 2007 ("Offer Memorandum"), the availability of which is further described below.
[Note - Candover means Candover Investments plc and / or one or more of its subsidiaries, including Candover Partners Limited as Manager of the Candover 2005 Fund.]
Key Highlights
* The Offer is an all-cash offer for all the Shares at an offer price of EUR 47 ex dividend per ordinary share; * The acceptance period will begin on 13 August at 09:00 hours CET and will end on 4 September at 15:00 hours CET; * Stork will convene an EGM on 27 August 2007 to explain and discuss the Offer; * The Offer is fully and unanimously supported and unanimously recommended by the Supervisory Board, including the Extraordinary Supervisory Board members, and the Management Board of Stork; * Stork's shareholders Centaurus and Paulson, have collectively committed to tender such number of Shares representing approximately 33% of Stork's issued and outstanding share capital under the same terms and conditions of the Offer as described in the Offer Memorandum; * The conditions to the Offer include an acceptance level of at least 80%, with a unilateral possibility for the Offeror to waive-down to 65%. A further waive-down to 51% with Stork's approval is possible; * The Offeror supports the strategy of the Management Board of growing the three businesses autonomously and by selective acquisitions; * The Offer is believed to create a more stable environment for Stork, its employees and customers; * The Stork works council has rendered positive advice on the Offer and the financing thereof; * All existing rights of the employees will be respected by the Offeror. There will be no direct negative employment consequences for the Stork Group as a whole as a direct result of the Offer.
[Note - The Offer Price is ex dividend, which reflects that the Company has paid the dividend over 2006 and has committed not to declare any dividends or distributions on Shares prior to settlement of the Offer]
The Offer
London Acquisition is making a cash offer for all of the Shares, on the terms of and subject to the conditions and restrictions contained in the Offer Memorandum (the "Offer"). The Offer Memorandum will be available on 10 August 2007 as further described below. Shareholders should refer to the Offer Memorandum for all of the terms and conditions of the Offer. Holders of Shares who accept the Offer shall, if the Offer is declared unconditional, receive, on the terms and subject to the conditions and restrictions of the Offer, a cash amount of EUR 47.00 per validly tendered (or defectively tendered, provided that such defect has been waived by London Acquisition) and delivered Share (the "Offer Price"). Stork will not pay out any other dividend or other distribution on the Shares prior to the settlement date of the Offer.
Extraordinary Meeting of Shareholders
On 27 August 2007 at 10:00 hours CET, at the Rosarium in Amsterdam (the Netherlands) an Extraordinary General Meeting of Shareholders of Stork will be convened, during which the Offer will be explained and discussed in compliance with the provisions of article 9q of the Bte. Further details can be found on www.stork.com.
Background to the Offer
The Offer will have a number of advantages for Stork, its shareholders, employees, customers and other stakeholders:
* Candover has extensive experience and a strong track record in the industrial sector and has the resources to support management teams in growing their businesses; * The Offeror has addressed criteria of the Supervisory Board to structure the financial leverage in such a way, that it provides the financial flexibility needed for growth in the next stage of the development of the Company; * The Offeror supports management's strategy of growing the three businesses autonomously and by selective acquisitions; * The proposed transaction creates a more stable environment for the Company. It will enable management to focus on the daily business again and will create more certainty for employees and customers; * The Offer enables current shareholders to realise certain and immediate value in cash for their shares at an attractive price.
Recommendation
The Supervisory Board, including the Extraordinary Supervisory Board members appointed by the Enterprise Section (Ondernemingskamer) of the Court of Appeals (Gerechtshof) in Amsterdam (the "Supervisory Board"), and the Management Board of Stork conclude that, after having given due and extensive consideration to the strategic, financial and social aspects of the proposed transaction, have reached the conclusion that the Offer is in the best interest of the Company, its shareholders and all other stakeholders of the Company. Therefore, they fully and unanimously support the Offer and unanimously recommend the Offer to the shareholders for acceptance.
Future of Stork
Stork will operate as an independent entity. The Offeror supports the business strategy of Stork and has confirmed that for a minimum period of two years following the settlement date of the Offer it shall support and implement the business strategy, and it shall keep the business of the Stork Group materially intact under one central management.
The present members of the Management Board will stay in office. If the Offer is declared unconditional, the majority of the present Supervisory Board members will resign and new Supervisory Board members will be appointed. The new Supervisory Board will comprise of six members, with an independent chairman and two members nominated by the central works council. It is currently envisaged that as from the settlement date of the Offer onwards, the Supervisory Board shall consist of Mr J.H. Schraven as chairman (who is independent within the meaning of the Dutch corporate governance rules), Mr M.S. Gumienny as vice-chairman (representative of the Offeror), Mr E.J.F.H.C. Ernst (representative of the Offeror), Mr O.H. Wilson (representative of the Offeror), Mr P.F. Hartman and Mr C.A. van den Driest (who are nominated by the Stork works council and independent within the meaning of the Dutch corporate governance rules).
The Offeror has the right to request the Supervisory Board to nominate one additional member of the Supervisory Board for appointment by the shareholders meeting.
The Offer as such is not expected to adversely affect the existing employment level and employment conditions of Stork. The Offeror will, if and when the Offer is declared unconditional, respect all existing rights of the employees of the Company.
It is intended that, if the Offer is declared unconditional, the listing of Stork on Euronext will be terminated.
Irrevocable undertakings from Centaurus, Paulson and management Stork
Stork's major shareholders, Centaurus Capital Limited and Paulson & Co Inc.,have committed towards the Offeror to tender an aggregate of 9,932,499 Shares, representing approximately 33% of Stork's issued and outstanding share capital, under the same terms and conditions of the Offer as described in the Offer Memorandum. The terms of this irrevocable undertaking are published on Stork's website. In addition, as at the date of the Offer Memorandum 154,946 Shares are held by S.S. Vollebregt, 57,748 Shares are held by J.C.M. SchĦnfeld, 13,958 Shares are held by H.E.H. Bouland and 1,000 Shares are held by C.J. van den Driest. The aforementioned persons have irrevocably undertaken to tender the Shares held by them under the same terms and conditions of the Offer as described in the Offer Memorandum. On the date of the Offer Memorandum, no Shares are held by any of the other members of the Supervisory Board.
Acceptance period
The acceptance period begins on 13 August 2007 at 09:00 hours CET and ends, subject to extension in accordance with Article 9o, paragraph 5 of the Bte 1995, on 4 September 2007 at 15:00 hours, CET (the "Acceptance Closing Date").
London Acquisition reserves the right to extend the Offer past the Acceptance Closing Date in accordance with Article 9o, paragraph 5 of the Bte 1995.
Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tendered Shares during any extension of the acceptance period in accordance with the provisions of article 9o, paragraph 5 of the Bte 1995. During any such extension of the acceptance period, any Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of each shareholder to withdraw the Shares he or she has already tendered.
Declaring the Offer unconditional; Offer conditions
The Offer shall be subject to the fulfilment of the offer conditions, including, but not limited to the offer condition that at least 80% of the Shares have been tendered under the Offer as set out in the Offer Memorandum (the "Minimum Acceptance Condition"). The offer conditions are for the benefit of the Offeror and may, to the extent permitted by law, be waived by the Offeror (either in whole or in part) at any time by written notice to Stork, provided however that as regard the Minimum Acceptance Condition, in the event that the number of tendered Shares, together with (i) the Shares directly or indirectly held by the Offeror at the Acceptance Closing Date and (ii) the Shares held by Stork for its own account at the Acceptance Closing Date would represent between 51% (fifty one percent) and 65% (sixty five percent) of Stork's issued and outstanding share capital (geplaatst en uitstaand kapitaal), then the Offeror shall be entitled to declare the Offer unconditional (gestanddoening) with the prior written approval of Stork.
If the number of tendered Shares, together with (i) the Shares directly or indirectly held by the Offeror at the Acceptance Closing Date and (ii) the Shares held by Stork for its own account at the Acceptance Closing Date would represent less than 80% (eighty percent) but more than 65% (sixty five percent) of Stork's issued and outstanding share capital (geplaatst en uitstaand kapitaal) and all other offer conditions are fulfilled or waived, London Acquisition must extend the acceptance period with a minimum of two weeks and may thereafter extend it up to two times by a maximum period of up to two weeks per extension.
Unless the acceptance period is extended, London Acquisition will announce, whether the offer conditions have been fulfilled or are to be waived by London Acquisition and will announce whether (i) the Offer has been declared unconditional (gestand wordt gedaan), (ii) there is still uncertainty as to the fulfilment of any of the offer conditions, or (iii) the Offer is terminated, as a result of the offer conditions not having been fulfilled or waived by London Acquisition, all in accordance with article 9t, paragraph 4 of the Bte 1995.
The Bte 1995 requires that such announcement be made within five business days following the Acceptance Closing Date. In the event that London Acquisition announces that the Offer is declared unconditional, London Acquisition will accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by London Acquisition) and may continue the Offer by way of a post acceptance period for at least five additional business days after the unconditional date to continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by London Acquisition) during such period and London Acquisition shall pay promptly, but in any event within three business days following such tender, for such Shares. The maximum duration of a post acceptance period will be fifteen Euronext Amsterdam trading days.
Should the Offer be declared unconditional (gestand wordt gedaan), it is intended that Stork's listing on Euronext Amsterdam will be terminated as soon as possible. In addition, also dependent on the number of Shares obtained by London Acquisition as a result of the Offer, London Acquisition expects to initiate a squeeze-out procedure as referred to in article 2:92a of the Dutch Civil Code in order to acquire all Shares held by minority shareholders or to take other steps to terminate the listing and/or acquire Shares that were not tendered under the Offer, including, among other measures, effecting a legal merger and/or entering into an asset sale transaction.
Settlement of the Offer
In the event London Acquisition announces that the Offer is declared unconditional (gestand wordt gedaan), Shareholders who have tendered and delivered their Shares for acceptance pursuant to the Offer prior to or on the Acceptance Closing Date will receive on the settlement date of the Offer the Offer Price in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by London Acquisition) and delivered (geleverd), at which point, dissolution or annulment of a Shareholder's tender or delivery (levering) shall not be permitted.
Admitted institutions
The admitted institutions may tender Shares for acceptance only to the Settlement Agent (fax: +31 (0) 30 216 3119 and +31 (0) 20 460 4949) and only in writing. In tendering the acceptance, the admitted institutions are required to declare that (i) they have the tendered Shares in their administration, (ii) each shareholder who accepts the Offer irrevocably represents and warrants that the Shares tendered by him or her are being tendered in compliance with the restrictions set out in Section 1 (Restrictions and Important Information) of the Offer Memorandum and (iii) they undertake to transfer these Shares to London Acquisition prior to or ultimately on the settlement date of the Offer, provided the Offer has been declared unconditional (gestand wordt gedaan).
Announcements
Announcements contemplated by the Offer Memorandum will be issued by press release or advertisement and will be published in the Daily Official List (Officiƒ«le Prijscourant) and in a nationally distributed newspaper (Het Financieele Dagblad and/or NRC Handelsblad).
Offer Memorandum and further information
Shareholders are advised to review the Offer Memorandum in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the content of the Offer Memorandum and the Offer itself. The information in this announcement is not complete and additional information is contained in the Offer Memorandum.
Copies of the Offer Memorandum are available on the website of Stork (www.stork.com). Stork's website does not constitute a part of, and is not incorporated by reference into, the Offer Memorandum. Copies of the Offer Memorandum are furthermore available free of charge at the head office of Stork, the Settlement Agent and the Information Agent at the addresses mentioned below. The Offer Memorandum is available in English; a Dutch synopsis is available as well.
Copies of the London Acquisition articles of association are available free of charge at the offices of London Acquisition and can be obtained by contacting London Acquisition at the address mentioned below. London Acquisition is a newly incorporated entity and accordingly no annual reports of London Acquisition are available.
Copies of the Stork articles of association, the proposed articles of association of Stork and the financial information of Stork relating to the annual financial statements of Stork for the financial year 2006 ended on 31 December 2006, the financial year 2005 ended on 31 December 2005 (including comparison figures for the financial year 2004 ended on 31 December 2004) as adopted by the general meeting of Shareholders, which documents are incorporated by reference in, and form an integral part of, this Offer Memorandum, are available free of charge at the offices of Stork and the Information Agent and can be obtained by contacting Stork or the Information Agent at the addresses stated below. This information is also available on the website of Stork (www.stork.com).
London Acquisition The Company London Acquisition B.V. Stork N.V. Strawinskylaan 3105 Amersfoortsestraatweg 7 1077 ZX Amsterdam 1412 KA Naarden The Netherlands The Netherlands The Settlement Agent The Information Agent Rabo Securities Georgeson Amstelplein 1 86 Upper Thames Street 1096 HA Amsterdam London EC4V 3 BJ The Netherlands United Kingdom Tel: +31 (0) 20 462 4602 Tel: 00 800 1020 1060 (Global Retail Shareholder Toll Free Email: [email protected] Number) Envisaged timetable13 August 2007 Beginning of the acceptance period 27 August 2007 EGM 4 September 2007 Acceptance Closing Date (subject to extension) Before 11 September 2007 (fifth Announcement whether (i) the Offer has been business day following the declared unconditional, (ii) there is still Acceptance Closing Date) and uncertainty as to the fulfillment of any of thesubject to extension of the offer conditions, or (iii) the Offer is acceptance period terminated Third business day following Settlement date of the Offer the Unconditional date Restrictions
The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholders, in 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 or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. However, acceptances of the Offer by Shareholders not residing in The Netherlands will be accepted by London Acquisition if such acceptances comply with the acceptance procedure set out in the Offer Memorandum. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither London Acquisition, nor Stork, nor any of their respective affiliates or any of their respective directors, employees or advisers accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who would or otherwise intends to forward the Offer Memorandum or any related document to any jurisdiction outside The Netherlands should carefully read Section 1 (Restrictions and Important Information) of the Offer Memorandum before taking any action. The distribution of the Offer Memorandum in jurisdictions other than The Netherlands may be restricted by law and therefore persons into whose possession the Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction.
This press release is also published in the Dutch language. In the event of any inconsistency, this English language version will prevail above the Dutch language version.
For further information please contact:
Stork N.V.:Dick KorsTel: +31 (0) 35 - 695 75 75Candover:Marek GumiennyTel: +44 (0) 20 7489 9848orTulchan CommunicationsSusanna VoylePeter HewerTel: +44 (0) 20 7353 42001Stork N.V.
CANDOVER INVESTMENTS PLCRelated Shares:
CDI.L