Offer Memorandum for Gamma Holding
Not for release, publication or distribution, in full or in part, in or into the United States of America, Canada or Japan
This is a joint press release by Go Acquisition B.V. (pursuant to the provisions of Section 10 paragraph 3 of the Dutch Decree on Public Takeover Bids (“Bob”) and Gamma Holding N.V. The shares in Go Acquisition B.V. are held by Gilde Buy-Out Fund III B.V. (“GBOF III BV”) and Gilde Buy-Out Fund III C.V. (“GBOF III CV”, together with GBOF III BV, “Gilde”). Parcom Investment Fund I B.V. (“PIF I BV”) and Parcom Buy-Out Fund IV B.V. (“BOF IV BV”, together with PIF I BV, “Parcom”) will invest in the share capital of Go Acquisition after the requisite merger clearances have been obtained.
Supervisory and Management Boards of Gamma Holding N.V. unanimously recommend the offer Combined shareholding of Gilde and Parcom currently approximately 80%
Utrecht en Helmond, 13 January 2011
With reference to the press release of 6 December 2010, Go Acquisition B.V. (“Go Acquisition”) hereby announces that Go Acquisition is making a mandatory public offer for all the issued and outstanding shares in the capital of Gamma Holding N.V. (“Gamma Holding”) not currently owned by Go Acquisition, Gilde and Parcom (the “Ordinary Shares”) and all issued and outstanding ordinary participating preference shares in the capital of Gamma Holding not currently owned by Go Acquisition, Gilde and Parcom (the “Ordinary Preference Shares”), each with a nominal value of EUR 2.50 (the “Offer”). Gilde and Parcom together currently own approximately 80% of the issued and outstanding ordinary shares in the capital of Gamma Holding and approximately 15% of the issued and outstanding ordinary participating preference shares in the capital of Gamma Holding.
The Offer is made subject to the terms and restrictions contained in the offer memorandum of 13 January 2011 (the “Offer Memorandum”). Go Acquisition offers an offer price of EUR 29.00 in cash per Ordinary Share and an offer price of EUR 3.50 in cash per Ordinary Preference Share.
No Conditions to the Offer
The Offer is not subject to any conditions. Go Acquisition expects to make a public announcement regarding the results of the Offer and settlement shortly after the expiration of the acceptance period.
The acceptance period under the Offer (“Acceptance Period”) commences at 9:00 hours CET on 14 January 2011 and expires on 11 February 2011 at 18:00 hours CET (the “Acceptance Closing Date”), unless the Acceptance Period will be extended in accordance with Section 15 of the Bob.
Recommendation of the Supervisory Board and the Management Board of Gamma Holding
Simultaneously with the Offer Memorandum a letter containing the position statement (the “Position Statement”) of the supervisory board of Gamma Holding (the “Supervisory Board”) and the management board of Gamma Holding (the “Management Board”) will be made available.1 The Supervisory Board and Management Board unconditionally support and unanimously recommend the Offer. A fairness opinion that has been rendered by ABN AMRO Bank N.V. to the Supervisory Board supports this recommendation from a financial point of view. The fairness opinion is included in the Position Statement.
Since the Offer is a mandatory offer within the meaning of Section 5:70 of the Act on Financial Supervision there is no obligation to convene an informal extraordinary general meeting of shareholders within the meaning of Section 18 paragraph 1 of the Decree on public offers Wft. Accordingly, Gamma Holding will not convene an informal extraordinary general meeting of shareholders.
Interested holders of shares in the capital of Gamma Holding are being invited in the Position Statement to attend a teleconference to be held on 2 February 2011 at 11:00 hours CET. During this teleconference the Supervisory Board and Management Board will discuss the Offer and the recommendation by the Supervisory Board and the Management Board. Reference is made to the Position Statement for further details.
Acceptance by Shareholders through an Admitted Institution
Shareholders who hold their Ordinary Shares and/or Ordinary Preference Shares through an institution admitted to Euronext Amsterdam (an “Admitted Institution”) are requested to make their acceptance known via their bank or stockbroker not later than 18:00 hours CET on 11 February 2011. The custodian, bank or stockbroker may set an earlier deadline for communication by shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances of those Ordinary Shares and/or Ordinary Preferences Shares to the settlement agent in a timely manner.
Go Acquisition may extend the Acceptance Period once in accordance with Section 15 paragraph 1 of the Decree on public offers Wft. In that case, the Acceptance Closing Date will be moved to the last date and time to which the Offer has been so extended. If the acceptance period is extended, a public announcement to that effect will be made in accordance with applicable laws.
Go Acquisition and Gamma Holding aim to terminate Gamma Holding’s listing on NYSE Euronext Amsterdam (in respect of both the Ordinary Shares and the Ordinary Preference Shares), and will apply for delisting with NYSE Euronext Amsterdam in the event that Go Acquisition has acquired 95% or more of the shares in the capital of Gamma Holding. Depending on the number of shares so acquired by Go Acquisition, also other procedures may be initiated, including a compulsory acquisition procedure (uitkoopprocedure).
On 6 December 2010, Go Acquisition announced in accordance with Section 7 paragraph 4 of the Decree on public offers Wft that it has taken all reasonable measures to pay the offer price under the Offer. Go Acquisition will finance the acquisition of shares in the capital of Gamma Holding not already held by Gilde or Parcom as at 6 December 2010 on the basis of a EUR 64 million loan from ING Corporate Investments Mezzanine Fonds B.V. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International).
Offer Memorandum, Position Statement en further information
Digital copies of the Offer Memorandum are available on the website of Gamma Holding (www.gammaholding.com, under Corporate governance, Documents and downloads). Gamma Holding’s website does not constitute a part of the Offer Memorandum.
Copies of the Offer Memorandum are furthermore available free of charge at the head office of Gamma Holding in Helmond, The Netherlands, and at the offices of the settlement agent at the addresses mentioned above:
Gamma Holding N.V.
5708 HR Helmond
P.O. Box 80
5700 AB Helmond
Tel: +31 (0)492 56 66 00
Fax: +31 (0)492 56 67 00
Rabobank International Global Financial Markets – Syndications
3521 CB Utrecht
P.O. Box 17100
3500 HG Utrecht
Tel: +31 (0)30 712 4451
Fax: +31 (0)30 712 4018
Digital copies of the Position Statement are available on the website of Gamma Holding (www.gammaholding.com, under Corporate governance, Documents and downloads).
Restrictions and important information
The making of the Offer, making the Offer Memorandum, the Position Statement and this press release publicly available, including the distribution of any other information regarding the Offer may in certain jurisdiction be subject to restrictions. The Offer is not, directly or indirectly, being made in and will not be accepted for purchase from 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. However, acceptances of the Offer by shareholders not residing in The Netherlands will be accepted if such acceptances comply with the acceptance procedure set out in the Offer Memorandum. Any failure to comply with any such restrictions may constitute a violation of the applicable securities or others laws or regulations of such jurisdiction. Neither Go Acquisition, nor Gilde nor Parcom, nor any of their respective advisers accepts any liability for any violation by any person of any such restriction. Shareholders should promptly seek independent advice regarding their position in this respect.
This press release is also published in Dutch; the Dutch version will prevail over the English version.