This is a joint press release by Koninklijke Ten Cate N.V. ("TenCate
" or the "Company
") and Tennessee Acquisition B.V. (the "Offeror
"), pursuant to the provisions of Section 4 paragraph 1 and section 12 paragraph 3 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft, (the "Takeover Decree
") in connection with the recommended public offer for all the issued 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. The Offer is made solely pursuant to the offer memorandum, dated October 21, 2015 (the “Offer Memorandum
”), approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten). 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. Capitalised terms used but not defined herein have the meaning ascribed thereto in the Offer Memorandum.
JOINT PRESS RELEASE
Almelo/Utrecht, 7 December 2015
TENCATE AMENDS EGM AGENDA
TenCate and Tennessee Acquisition agree that Discharge Resolution is waived as condition to the Offer
Almelo/Utrecht, the Netherlands, 7 December 2015 – TenCate hereby announces that the Boards have decided to revoke and remove item 4 (Conditional discharge members of the Executive Board) and item 5 (Conditional discharge members of the Supervisory Board) from the agenda of its EGM to be held at 2.00PM on 7 December 2015 in the Polman Stadium, Stadionlaan 1, Almelo, the Netherlands. An updated agenda for the EGM will be posted on the website of TenCate
In connection therewith, Ten Cate and Tennessee Acquisition B.V. have agreed that the Discharge Resolution (as described in paragraph 3.6.2(i) and 3.9 (l) of the Offer Memorandum) should not operate as a condition to the Offer. Accordingly, Tennessee Acquisition B.V. waives adoption of this resolution by the EGM as an Offer Condition, enabling the Offer to proceed on the terms and subject to the terms and restrictions contained in the Offer Memorandum, including satisfaction of the Offer Conditions to the extent not waived hereby.
Media contacts: Hill+Knowlton Strategies
Tel: +31 20 4044 707
Mob: +31 6 2153 1233
Tel: +31 546 544 977
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, visit www.tencate.com
With offices in the Benelux and DACH region, Gilde Buy Out Partners is a leading European private equity investor in mid-market transactions. Founded in 1982, Gilde has been supporting management teams in over 100 buy out transactions. Gilde manages funds in excess of €2 billion and has a controlling interest in companies such as CID Lines, Roompot, Axa Stenman, Comcave, Spandex, Riri, Teleplan, Powerlines and HG. For more information, visit www.gilde.com
About Parcom Capital
Parcom Capital is a leading mid-market private equity firm in the Benelux with a mid- to long-term investment horizon focused on distinctive value creation strategies. It was founded in 1982 as one of the first buy-out and expansion capital providers in the Dutch market. Over the past 30 years, Parcom Capital invested directly in more than 75 (international) companies, was involved in numerous add-ons and helped multiple management teams in realizing their growth ambitions. For more information visit www.parcomcapital.com
About ABN Amro Participaties
ABN AMRO Participaties ("AAPart") is the private equity firm of ABN AMRO Group, and invests in profitable companies in the Netherlands. AAPart has a mid- to long-term investment horizon, and supports entrepreneurial management teams in realising their growth ambitions. Over the past 30 years, AAPart has invested in more than 100 companies in various industries, helping them to grow organically as well as through add-on acquisitions. For more information, visit www.abnamroparticipaties.nl
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.
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.