17th Dec 2007 09:58
Recommended public offer by London Acquisition B.V. of EUR 48.40 in cash per share of Stork N.V.
14 December 2007
This is a joint announcement of Stork N.V. and London Acquisition B.V. This announcement is a public announcement as referred to in Article 10 and Article 18 of the Dutch Decree on Public Offers (Besluit openbare biedingen Wft) (the " Takeover Decree"). This announcement and related materials do not constitute an offer for any shares in Stork N.V. Not for release, distribution or publication, in whole or in part, in the United States of America, Canada, or Japan.
With reference to the press release of 28 November 2007, Stork N.V. ("Stork") and London Acquisition B.V. ("London Acquisition"), a holding company controlled by a consortium of funds managed and advised by, or affiliated with, Candover, Landsbanki Islands hf ("Landsbanki") and Eyrir Invest ehf ("Eyrir"), hereby jointly announce that London Acquisition is making a recommended public offer for all of the issued and outstanding ordinary shares with a nominal value of EUR 1.00 (the "Shares") in the share capital of Stork (the "Offer").
Terms not defined herein shall have the meaning as set out in the offer memorandum, as defined below.
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 dated 14 December 2007 (the "Offer Memorandum"). The Offer Memorandum has been made available on Stork's website (www.stork.com) and copies will be available 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 48.40 per validly tendered (or defectively tendered, provided that such defect has been waived by London Acquisition) and delivered Share (the "Offer Price"). The Offer Price is cum 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.
Extraordinary General Meeting of Shareholders
On 4 January 2008 at 15:00 hours CET, at the Okura Hotel Amsterdam, Ferdinand Bolstraat 333, Amsterdam, The Netherlands, an Extraordinary General Meeting of Shareholders of Stork will be convened, during which among others the Offer will be explained and discussed in compliance with the provisions of article 18, paragraph 1 of the Takeover Decree. The agenda for the Extraordinary General Meeting of Shareholders will be made available on Stork's website ( www.stork.com).
Recommendation
The Supervisory Board and the Management Board unanimously support the Offer and unanimously recommend the Offer to the Shareholders for acceptance.
A shareholders circular providing further information to its shareholders as required pursuant to article 18 paragraph 2 of the Takeover Decree (the " Shareholders Circular") has been made available by Stork on its website ( www.stork.com) and copies will be made available as further described below.
Shares held by members of the Supervisory Board and the Management Board
As of 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 ("Offer Conditions"). On the date of the Offer Memorandum, no Shares are held by any of the other members of the Supervisory Board.
Arrangements with Stork Foundation (Stichting Stork)
Subject to the Offer becoming unconditional, the Stork Foundation has, having regard to the fact that the Offer has been recommended by both the Supervisory Board and the Management Board, irrevocably and otherwise unconditionally renounced its rights under the Stork Option Agreements dated 2/5 May 1986 and 16 May 1990 in relation to the Offer. This agreement provides that the Stork Foundation can exercise a right to subscribe for a number of cumulative preference shares B equal to the number of issued cumulative preference shares A and ordinary shares minus one. The decision to exercise that right rests solely with the executive committee of the Stork Foundation.
Works council advice
The central works council of Stork has rendered its advise as required pursuant to article 25 paragraph 1 of the Dutch Works Councils Act (Wet op de Ondernemingsraden) and agreed that Stork continues with the Offer and the divestment of Stork Food Systems.
Shares committed by Ioliet, Centaurus and Paulson
A major shareholder of Stork, Ioliet Beheer B.V. (a holding company controlled by a consortium of Landsbanki, Eyrir and Marel Food Systems hf, "Ioliet"), holds 13,617,690 Shares representing approximately 43% of the issued share capital in Stork, and has committed towards London Acquisition to transfer the Shares it holds as described below.
Ioliet committed towards London Acquisition to tender an aggregate of 10,156,946 Shares representing approximately 32% of the issued share capital in Stork under the same terms and conditions of the Offer as described in the Offer Memorandum, subject to certain conditions relating to the sale of Stork Foods Systems.
Prior to the announcement of the contemplated Offer on 28 November 2007, Ioliet sold to London Acquisition, and agreed with London Acquisition to deliver to London Acquisition an aggregate of 3,460,744 Shares representing approximately 11% of the issued share capital in Stork in exchange for a consideration from London Acquisition in the form of shares in London Acquisition's indirect parent company, subject to the Offer being declared unconditional and certain conditions relating to the sale of Stork Foods Systems.
Two of Stork's other major shareholders, Centaurus Capital Limited ("Centaurus ") and Paulson & Co. Inc. ("Paulson") have committed towards London Acquisition to tender an aggregate of 9,932,499 Shares representing approximately 32% of the issued share capital in Stork under the same terms and conditions of the Offer as described in the Offer Memorandum.
Acceptance Period
The Acceptance Period begins on 17 December 2007 at 09:00 hours CET and ends, subject to extension in accordance with Article 15 of the Takeover Decree, on 14 January 2008 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 15 of the Takeover Decree.
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 15 of the Takeover Decree. 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.
Acceptance by Shareholders
Shareholders who hold their Shares through an admitted institution of Euronext Amsterdam N.V. ("Admitted Institution") are requested to make their acceptance known via their bank or stockbroker no later than 15:00 hours CET on 14 January 2008, unless the Acceptance Period is extended. The custodian, bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to Rabo Securities (the "Settlement Agent") in a timely manner.
Declaring the Offer Unconditional
The Offer shall be subject to the fulfilment of the Offer Conditions, including, but not limited to, the Offer Conditions that at least 95% of the issued and outstanding ordinary share capital of Stork has been tendered under the Offer as set out in Section 5.2.1 of the Offer Memorandum (Offer Conditions) and the continuing support of Centaurus and Paulson. London Acquisition reserves the right to waive the Offer Conditions if permitted by law. It may unilaterally waive the Offer Condition set out in Section 5.2.1 of the Offer Memorandum (Offer Conditions) at an acceptance level between 80% and 95% or with the prior written consent of Stork at a level below 80%. If London Acquisition wishes to waive or reduce one or more Offer Conditions, London Acquisition will inform Shareholders that it waives or reduces such Offer Conditions by such means as required by applicable laws and regulations.
Unless the Acceptance Period is extended, London Acquisition will, in accordance with article 16, paragraph 1 of the Takeover Decree, announce within three Business Days after the Acceptance Closing Date, whether or not it declares the Offer unconditional. In the event the Offer will not be declared unconditional London Acquisition will motivate such decision. See Section 9.6 of the Offer Memorandum (Declaring the Offer Unconditional (gestanddoening) and post Acceptance Period). In the event that London Acquisition announces that the Offer is declared unconditional (gestand wordt gedaan) 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 as set out in Section 4.8.4 of the Offer Memorandum (Extension and post Acceptance Period).
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 thereafter. This would further adversely affect the liquidity of any Shares not tendered. In addition, London Acquisition may initiate any of the procedures as set out in Section 5.9.3 of the Offer Memorandum (Legal Structure of Stork following the Offer), including procedures which would result in termination of the listing of the Shares (including Shares not being tendered). As a policy rule, in case of a public offer Euronext Amsterdam does not permit delisting until at least 95% of the listed shares are held by a single entity or by a group controlled by a single entity. See Section 5.9.2 of the Offer Memorandum (Liquidity and Delisting).
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 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 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 of the Offer Memorandum (Restrictions and Important Information) and (iii) they undertake to transfer these Shares to London Acquisition on the Settlement Date, provided the Offer has been declared unconditional (gestand wordt gedaan).
Offer Memorandum, the Shareholders Circular and Further Information
Shareholders are advised to review the Offer Memorandum and the Shareholders Circular thoroughly and completely and to seek independent advice where appropriate in order to reach a balanced judgment with respect to the Offer and the Offer Memorandum and the Shareholders Circular. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Shareholders Circular.
Copies of the Offer Memorandum and the Shareholders Circular 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 and the Shareholders Circular. Copies of the Offer Memorandum and the Shareholders Circular are furthermore available free of charge at the head office of Stork, the Settlement Agent and the Information Agent at the addresses mentioned below.
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 ofassociation of Stork and the financial information of Stork relating to theannual financial statements (jaarrekening) of Stork for the financial year 2006ended on 31 December 2006, the financial year 2005 ended on 31 December 2005(including comparison figures for the financial year 2004 ended on 31 December2004) as adopted by the general meeting of Shareholders, which documents areincorporated by reference in, and form an integral part of, the OfferMemorandum and as far as applicable the Shareholders Circular, are availablefree of charge at the offices of Stork and the Information Agent and can beobtained by contacting Stork or the Information Agent at the addresses statedbelow. This information is also available on the website of Stork (www.stork.com).London Acquisition Stork 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 1200 (Global Retail Shareholder Toll Free Email: [email protected] Number)
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 accept 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 of the Offer Memorandum (Restrictions and Important Information) 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.
Candover means Candover Investments plc and / or one or more of its subsidiaries, including Candover Partners Limited as Manager of the Candover 2005 Fund.
CANDOVER INVESTMENTS PLCRelated Shares:
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