22nd Jan 2008 12:10
Naarden, 22 January 2008 Press release
This is a joint announcement of Stork N.V. and London Acquisition B.V. 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.
Settlement of Offer for Stork completed
Further to their announcements of 14 December 2007, 15 and 17 January 2008, London Acquisition B.V. ("London Acquisition") and Stork N.V. ("Stork") jointly announce that London Acquisition has settled its offer ("Offer") for all the issued and outstanding ordinary shares in Stork ("Shares") and has acquired approximately 98% of the issued and outstanding Shares.
Stork shareholders who have not yet accepted the Offer may still tender their Stork shares until 1 February 2008, 15:00 CET, as earlier announced on 17 January 2008.
As soon as legally possible, London Acquisition and Stork intend to terminate the listing of ordinary shares in Stork on Euronext Amsterdam. The last day of trading of Stork shares on Euronext Amsterdam is expected to be 19 February 2008. In addition, London Acquisition intends to start legal proceedings to acquire 100% of the issued and outstanding share capital in Stork as soon as possible.
Supervisory Board
As a result of the settlement of the Offer the Supervisory Board of Stork shall consist as of today of Mr J.H. Schraven as chairman, Mr M.S. Gumienny as vice-chairman,
Mr E.J.F.H.C. Ernst and Mr P.F. Hartman, as well the members appointed by the Enterprise Chamber of the Amsterdam Court of Appeal on 26 January 2007, Mr D.G. Eustace, Mr C.J.A. van Lede, and Mr W. Kok. The members appointed by the Enterprise Chamber will stay in function until the Enterprise Chamber will terminate the pending inquiry and related temporary measures, which is expected shortly. Mr C.J. van den Driest shall be nominated by the Supervisory Board for appointment by the first general meeting of shareholders to be held after settlement. Mr P.J. Kalff, Mr A. van der Velden, Mr J. Aalberts, Mr C.J. van den Driest have agreed to resign as of today.
Articles of Association
Also as a result of the settlement of the offer, as of today the amended Articles of Association of Stork N.V. adopted by the Extraordinary General meeting of Shareholders on January 4, 2008, shall come into force.
Restrictions
The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any holders of Shares, 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 relating to the offer ("Offer Memorandum"). However, acceptances of the Offer by holders of Shares 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.
Press information:
Stork N.V., Dick Kors, tel.: +31 (0) 6 5198 4054
Candover, Susanna Voyle/Peter Hewer, tel: +44 (0) 20 7353 4200
Handelsregister Hilversum 32044373
Stork N.V.
CANDOVER INVESTMENTS PLCRelated Shares:
CDI.L