2015 年

17 8月 2015

STATUS UPDATE ON THE INTENDED OFFER BY TENNESSEE ACQUISITION B.V. FOR KONINKLIJKE TEN CATE N.V.

JOINT PRESS RELEASE

This is a joint press release by Koninklijke Ten Cate N.V. ("TenCate") and Tennessee Acquisition B.V. (the "Offeror") pursuant to the provisions of Section 4, paragraph 1 and Section 7, paragraph 1 sub a of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft), in connection with the intended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of TenCate (the "Shares"). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in TenCate. Any offer will be made only by means of an offer memorandum (the “Offer Memorandum”). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada and the United States.

17 August 2015

STATUS UPDATE ON THE INTENDED OFFER BY TENNESSEE ACQUISITION B.V. FOR KONINKLIJKE TEN CATE N.V. 

Almelo/Utrecht, 17 August 2015 – On 20 July 2015,  Tennessee Acquisition B.V. (the “Offeror”) and TenCate issued a joint press release in respect of the intended recommended public cash offer for all issued and outstanding ordinary shares in the capital of TenCate at an offer price of € 24.60 (cum dividend) for each TenCate Share, subject to customary conditions (the "Offer").

Pursuant to the provisions of Section 7, paragraph 1 sub a of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft) which require a public announcement containing a status update within four weeks following the announcement of an intended public offer, the Offeror and TenCate provide the following joint status update.

The Offeror and TenCate confirm that they are making timely progress on the preparations for the Offer. The Offeror expects to submit a request for review and approval of the Offer Memorandum with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, "AFM") shortly. The Offeror will publicly announce the availability of the offer memorandum and commencement of the offer period. As communicated before, the Offer is expected to commence in September or October 2015.

Media contacts:
Hill+Knowlton Strategies
Sabine Post-de Jong
Tel: +31 6 55 15 53 65

Investor contacts: 
TenCate
Gert Steens
Tel: +31 546 544 977

About TenCate

TenCate is a multinational company which combines materials technology and chemical processes in the development and production of functional materials with distinctive characteristics. TenCate products are developed, manufactured and sold around the world. Systems and materials from TenCate come in four areas of application: safety & protection, space & aerospace; infrastructure & environment; sports & recreation. TenCate occupies leading positions in protective fabrics, composites for space and aerospace, antiballistics, geosynthetics and synthetic turf. For more information, please visit www.tencate.com

General restrictions

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of TenCate in any jurisdiction. The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Offeror, each member of the Consortium, TenCate and their respective advisors disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither the Offeror, any member of the Consortium nor TenCate, nor any of their advisors assumes any responsibility for any violation by any person of any of these restrictions. Any Shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada and the United States.

Forward-looking statements

This press release may include "forward-looking statements", including statements regarding the transaction and anticipated consequences and benefits of the transaction, the targeted close date for the transaction, the intended financing, as well as language indicating trends, such as "anticipated" and "expected." These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the receipt and timing of necessary regulatory approvals. These forward looking statements speak only as of the date of this press release. The Offeror, each member of the Consortium and TenCate expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Although the Offeror and TenCate believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither the Offeror, any member of the Consortium, nor TenCate, nor any of their advisors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.
Download: 150817 Press Release TenCate Gilde re Four Weeks.pdf
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