2016

26 januari 2016

Tennessee Acquisition declares its public offer for TenCate unconditional

Transaction highlights:
• The Offeror declares its public offer for all TenCate Shares unconditional
• 85.8% of all issued and outstanding Shares tendered for acceptance
• All conditions for completion of the Offer have been satisfied or waived
• Settlement will take place on 29 January 2016
• Remaining Shares can be tendered in a post acceptance period commencing on 27 January 2016 and ending on 9 February 2016 


The Offeror and TenCate today jointly announce that the Offeror declares the recommended public cash offer by the Offeror for all TenCate Shares at an increased Offer Price of EUR 26.00 (cum dividend) in cash per Share (the "Offer") unconditional.


Acceptance

The Offeror declares the Offer unconditional. All conditions for completion of the Offer as described in the Offer Memorandum have been satisfied or waived.

As announced by the Offeror and TenCate on 22 January 2016, following 17:40 hours on 21 January 2016, being the Acceptance Closing Time, 23,146,702 Shares had been tendered under the Offer or committed to the Offeror subject only to the Offer being declared unconditional, at the Offer Price of EUR 26.00 (cum dividend) per Share. These tendered Shares represent approximately 85.8% of all the Company's issued and outstanding share capital (geplaatst kapitaal), i.e. excluding 475,687 Shares held in treasury by the Company, and an aggregate value of approximately EUR 601,814,252 (if valued at the Offer Price of EUR 26.00 (cum dividend) per share).


Settlement

With reference to the Offer Memorandum, Shareholders who accepted the Offer shall receive an amount in cash of EUR 26.00 per Share (cum dividend) (the "Offer Price") for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and conditions and subject to the restrictions of the Offer.


Settlement of the Offer shall occur and payment of the Offer Price per validly tendered Share shall be made on 29 January 2016 (the "Settlement Date").

No Shares were to date acquired by the Offeror outside the Offer. Consequently, upon Settlement of the Offer the Offeror will hold 23,146,702 Shares, representing approximately 85.8% of all the Company's issued and outstanding share capital (geplaatst kapitaal), i.e. excluding 475,687 Shares held in treasury by the Company and an aggregate value of approximately EUR 601,814,252 (if valued at the Offer Price of EUR 26.00 (cum dividend) per Share). 

Board appointments 

As per the Settlement Date and conditional on Settlement having occurred, the appointments of Mr. E.J. Westerink, Mr. J.H.L. Albers and Mr. B.T. Molenaar and the resignations of Mr. P.F. Hartman and Mrs. M.J. Oudeman as members of the Supervisory Board will become effective. The appointment of the new Supervisory Board members was approved by the Shareholders during the EGM held on 7 December 2015. Post Acceptance Period With a view to obtaining 100% of the Shares, the Offeror grants those Shareholders who have not tendered their Shares under the Offer the opportunity to tender their Shares in a post acceptance period (na-aanmeldingstermijn) commencing at 09:00 hours CET on 27 January 2016 and expiring at 17:40 hours CET on 9 February 2016 (the "Post Acceptance Period"). Shareholders can tender their Shares during the Post Acceptance Period in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum. Shareholders who tender their Shares during the Post Acceptance Period shall not have the right to withdraw such tendered Shares. Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post Acceptance Period will immediately be accepted. The Offeror shall arrange for payment against delivery (levering) for Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post Acceptance Period on the third Business Day after the day on which such Shares are tendered.

Acquisition of 100%, Asset Sale and Liquidation 

The willingness of the Offeror to pay the Offer Price is based on the acquisition of 100% of the Shares or 100% of the Company's assets and operations. An acquisition of 100% enables termination of the listing and an efficient capital structure (both from a tax and financing perspective), which are important factors in achieving the premium implied by the Offer Price.

If the Offeror acquires 95% or more of the Shares, the Offeror and TenCate intend to request Euronext Amsterdam to terminate the listing of the Shares on Euronext Amsterdam promptly and the Offeror intends to initiate the statutory squeeze-out proceedings to obtain 100% of the Shares.

In the event that the Offeror has not, together with its affiliates, acquired 95% or more of the Shares after expiration of the Post Acceptance Period, the Offeror is likely to effect, or cause to effect, a restructuring taking account of the strategic rationale of the Offer and the importance to the Company, the Group and the Offeror for the Offeror to acquire 100% of the Shares or 100% of the Company's assets and operations. In the effectuation of any Post-Closing Restructuring Measure, due consideration will be given to the requirements of Dutch law, including the interests of the stakeholders of the Company and the interests of minority shareholders of the Company.  

In such case, the most likely Post-Closing Restructuring Measure is the sale by TenCate of its entire business (consisting of all assets and liabilities of TenCate) to the Offeror or an affiliate of the Offeror and subsequent liquidation of TenCate (the "Asset Sale and Liquidation"). However, the Offeror may also elect to only partly pursue the Asset Sale and Liquidation or pursue one or more other alternative Post-Closing Restructuring Measures referred to in Section 3.15.4 (Other Post-Closing Restructuring Measures) of the Offer Memorandum, whether or not in conjunction with the Asset Sale and Liquidation (or a part thereof).  

For an extensive explanation of the procedure of an Asset Sale and Liquidation, reference is made to Section 3.15.3 (Asset Sale and Liquidation) of the Offer Memorandum.

Further implications of the Offer being declared unconditional


Shareholders who do not intend to tender their Shares under the Offer should carefully review Section 3.15 (Post-Closing Restructuring Measures) and Section 3.16 (Consequences of the Offer) of the Offer Memorandum, which describe certain risks they will be subject to if they elect not to accept the Offer and certain measures the Offeror may take to achieve its goal of obtaining 100% of the Shares or 100% of the Company's assets and operations, including but not limited to the Asset Sale and Liquidation and a legal squeeze-out procedure (uitkoopprocedure). These steps are likely to have significant consequences for Shareholders who do not tender their Shares under the Offer. The decision whether to implement any of these measures will only be made after the Post Acceptance Period.

These risks are in addition to the risks associated with holding securities issued by the Company generally, such as the exposure to risks related to the business of the Company and its subsidiaries, the markets in which the Company and its subsidiaries operate, as well as economic trends affecting such markets generally as such business, markets or trends may change from time to time.


Offer Memorandum, Position Statement and further information


The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 20 October 2015. In addition, TenCate has made available the Position Statement dated 21 October 2015, containing the information required by Section 18, paragraph 2 and Annex G of the Takeover Decree in connection with the Offer.

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement. 

Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement. In addition, Shareholders may wish to consult with their tax advisors regarding the tax consequences of tendering their Shares under the Offer.

Digital copies of the Offer Memorandum are available on the websites of TenCate (www.tencate.com). TenCate's website does not constitute a part of, and is not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of TenCate (www.tencate.com).


The Exchange Agent: 

ING Bank N.V. (Attention: Sjoukje Hollander/Remko Los) 

Foppingadreef 7 

1102 BD Amsterdam 

The Netherlands 

Telephone: +31 20 563 6546 / +31 20 563 6619 

Fax: +31 20 563 6959 

E-mail: iss.pas@ing.nl 

Download: 160126 Press Release TenCate and Tennessee Acquisition regarding Declaring the Offer Unconditional
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