17th Jan 2008 07:31
Naarden, 17 January 2008 Press release
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 16 and Article 17 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.
London Acquisition declares the offer for all outstanding shares of Stork unconditional
Remaining Stork Shares can be tendered in a post acceptance period ending 1 February 2008
Further to their announcements of 14 December 2007 and 15 January 2008, London Acquisition B.V. ("London Acquisition") and Stork N.V. ("Stork") jointly announce that London Acquisition declares unconditional (gestanddoening) the 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"). Settlement of the Offer is expected to take place on 22 January 2008.
In accordance with normal practice in The Netherlands, London Acquisition will provide a post acceptance period to allow Stork shareholders who have not yet tendered their Shares under the Offer to tender their Shares. Further details on the post acceptance period are set out below.
Acceptances
26,316,919 Shares have been tendered in the Offer during the acceptance period that ended Monday 14 January 2008 at 15:00 hours CET (the "Acceptance Closing Date"). The Shares tendered in the Offer represent 84.2% of the issued and outstanding share capital in Stork and have an aggregate value of ¢â€š¬ 1,273,738,880.
The Shares tendered in the Offer together with (i) the additional 3,460,744 Shares that, as described in the offer memorandum of 14 December 2007 (the " Offer Memorandum"), Ioliet Beheer B.V. (a holding company controlled by a consortium of Landsbanki Islands hf, Eyrir Invest ehf and Marel Food Systems hf) has sold and committed to transfer to London Acquisition subject only to the Offer being declared unconditional (gestand wordt gedaan), which Shares represent approximately 11% of the issued and outstanding share capital in Stork, and (ii) the Shares held, directly or indirectly, by Stork for its own account at the Acceptance Closing Date (approximately 3%), represent 98% of the issued and outstanding share capital of Stork.
Settlement
In accordance with the terms of the Offer, payment of the offer price of ¢â€š¬ 48.40 in cash per validly tendered (or defectively tendered, provided that such defect has been waived by London Acquisition) Share before 15.00 hours CET, on 14 January 2008 and validly delivered to the Settlement Agent before 10.00 hours CET, on 22 January 2008 is expected to take place on 22 January 2008.
Post acceptance period
London Acquisition grants Stork shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares in a post acceptance period (na-aanmeldingstermijn). The post acceptance period commences at 09.00 hours, CET, on 18 January 2008 and expires at 15.00 hours CET, on 1 February 2008 (the "post Acceptance Period"). Stork shareholders can tender their Shares in the same manner and subject to the same conditions as described in the Offer Memorandum and the announcement of 14 December 2007.
Shares tendered during the post Acceptance Period will immediately be accepted. Stork shareholders will not be able to withdraw any Shares tendered during the post Acceptance Period. London Acquisition shall pay for Shares validly tendered (or defectively tendered provided that such defect has been waived by London Acquisition) during the post Acceptance Period, within three business days following the end of the post Acceptance Period.
Further Information
Copies of the Offer Memorandum and the shareholders circular providing further information to its shareholders as required pursuant to article 18 paragraph 2 of the Takeover Decree (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 of association of Stork and the financial information of Stork relating to the annual financial statements (jaarrekening) 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, the Offer Memorandum and as far as applicable the Shareholders Circular, 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).
During the post Acceptance Period, Stork 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. The Admitted Institutions may tender Shares for acceptance only to the Settlement Agent (fax: +31 (0) 30 216 3119) and only in writing.
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: Number) [email protected] Delisting of Stork Shares
London Acquisition intends that Stork's listing on Euronext Amsterdam will be terminated as soon as possible. This would 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). Stork shareholders who do not wish to tender their Shares in the post Acceptance Period should carefully review Sections 5.9.2 (Liquidity and Delisting) and 5.9.3 (Legal Structure of Stork following the Offer) of the Offer Memorandum.
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. 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:Candover:Marek GumiennyTel: +44 (0) 20 7489 9848orTulchan CommunicationsSusanna VoylePeter HewerTel: +44 (0) 20 7353 4200Stork N.V.:Dick KorsTel: +31 (0) 6 51 98 40 541
Handelsregister Hilversum 32044373
Stork N.V.
CANDOVER INVESTMENTS PLCRelated Shares:
CDI.L