EU Green Light 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. and Gamma Holding N.V. in accordance with Section 4 of the Dutch Decree on Public Takeover Bids (“Bob”). Reference is made to the press release of 6 December 2010, the press release of 13 January 2011 and the offer memorandum dated 13 January 2011 in connection with the public offer by Go Acquisition B.V. for all the issued and outstanding shares in the capital of Gamma Holding N.V. as described in the offer memorandum.
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”). It has been agreed that 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.
Utrecht and Helmond, 31 January 2011
Go Acquisition B.V. (“Go Acquisition”) and Gamma Holding N.V. (“Gamma Holding”) announce that clearance has been obtained from the European Commission for the joint exercise of control over Gamma Holding by Gilde and Parcom through Go Acquisition. Such clearance was required in connection with the public offer by Go Acquisition for Gamma Holding. This offer (the “Offer”) is described in the offer memorandum, which has been approved by the AFM, and which has been made publicly available on 13 January 2011. The Swiss competition authorities had already cleared the transaction.
With clearance from the European Commission having been obtained, the joint agreement between Gilde, Parcom and Go Acquisition has become effective unconditionally.
The Offer has not been made subject to conditions. Accordingly, the clearance from the European Commission has no consequences for the Offer. Parcom shall transfer to Go Acquisition the shares it holds in the capital of Gamma Holding.
Gilde and Parcom currently hold approximately 80% of the ordinary shares in the issued and outstanding capital of Gamma Holding and approximately 15% of the ordinary participating preference shares in the issued and outstanding capital of Gamma Holding. Together this represents approximately 78% of the total issued and outstanding share capital. Shares in the capital of Gamma Holding held by Parcom will be transferred by Parcom to Go Acquisition.
Remaining acceptance period
Holders of shares in the capital of Gamma Holding shall have the opportunity until 11 February 2011 18.00 hours CET to tender their shares in the capital of Gamma Holding. This acceptance period can be extended in accordance with Section 15 Bob.
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 by shareholders 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.