This is a press release by Koninklijke Wessanen N.V. (“Wessanen” or the “Company”) pursuant to the provisions of Section 17 paragraph 3 in combination with Section 13 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree”) in connection with the intended public offer by Best of Nature Bidco B.V. (“Bidco”), an entity controlled by PAI Partners SAS (“PAI”) and various entities (indirectly) controlled by or affiliated to Charles Jobson and/or his family members (“Charles Jobson”, and together with Bidco and PAI, the “Consortium” or the “Offeror”), for all the issued and outstanding ordinary shares in the capital of Wessanen (the “Offer”). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Wessanen. Any offer will be made only by means of the offer memorandum dated 11 July 2019 (the “Offer Memorandum”) approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the “AFM”) and subject to the restrictions set forth therein. Terms not defined in this press release will have the meaning given thereto in the Offer Memorandum.
Wessanen announces issuance of shares to employees to settle employee incentive plan and other disclosures
Amsterdam, the Netherlands, 17 September 2019 - Following the announcement on 10 April 2019 that Wessanen and the Offeror reached conditional agreement on a recommended all-cash public offer for all issued and outstanding ordinary shares of Wessanen (the “Shares”), the Dutch public offer rules require Wessanen to announce in a press release all transactions by Wessanen relating to the Shares in its capital.1 Accordingly Wessanen makes the disclosures below.
Transactions related to Wessanen’s Long Term Incentive Plan
Pursuant to the arrangements on the settlement of Wessanen’s Long Term Incentive Plan (the “LTIP”) described in section 6.10.2 of the Offer Memorandum, Wessanen has today issued a total number of 395,233 new Shares with a nominal value of EUR 1.00 each to 152 eligible employees. This group of eligible employees consists of a member of the executive board of Wessanen and certain managers and (senior) employees of Wessanen. The Shares were issued at par value, and, in accordance with the LTIP, with no consideration payable by the eligible employees. The Offer Memorandum mentions a total number of outstanding Performance Incentive Shares under the LTIP of 366,234. Due to certain circumstances such as mandatory employer’s contributions and certain eligible employees leaving Wessanen, the total number of issued Shares has, on balance, increased by 28,999 Shares compared to the total number of outstanding Performance Incentive Shares at the date of the Offer Memorandum.
Following the issuance of such new Shares the total number of issued and outstanding Shares is 77,130,732. Wessanen does not hold any Shares in its own capital.
In addition, Wessanen today, acting on behalf of the eligible employees, sold 185,067 of the 395,233 newly issued Shares to the Offeror for an amount per Share equal to the Offer Price. Details can be found in table below. The reason for selling such 185,067 newly issued Shares is that pursuant to the LTIP, the Shares are delivered to the eligible employees net of any withholding taxes or other withholdings due to any authority. Wessanen will transfer the proceeds to the relevant (tax) authorities. The remaining 210,166 out of the 395,233 Shares were tendered under the Offer.
Date Transaction type Total number Shares Type of Shares Volume weighted average price (€)
17 September 2019 Sale 185,067 Ordinary 11.36
The 185,067 newly issued Shares were all sold to the Offeror for an amount per Share equal to the Offer Price therefore, both the highest price per Share paid and the volume weighted average price is EUR 11.36 per Share.
Wessanen does not hold any shares in the capital of the Offeror. Other than the shareholding described in the joint press releases of 10 April, 10 September and 17 September 2019 and the information available in the AFM’s register of substantial holdings and gross short positions,2 Wessanen is not aware of the Offeror, PAI or Jobson holding Shares in Wessanen.
Wessanen will make filings and/or further announcements in relation to aforementioned transactions in accordance with applicable laws.
Consortium of PAI and Charles Jobson acquires Wessanen
Paris, France / Boston Massachusetts, the U.S. / Amsterdam, the Netherlands – 17 September 2019
With reference to the joint press releases dated 10 April, 8 May, 11 July, 6 September and 10 September 2019 and the Offer Memorandum, the Consortium and Wessanen jointly announce that, with the settlement today, the Consortium has concluded the acquisition of 91.39% of the Shares.
Consortium has acquired 91.39% of the Shares
Remaining Shares can still be tendered during the Post Acceptance Period, expiring at 17:40 hours on 25 September 2019
The Offeror has acquired 50,601,266 Shares1, representing approximately 65.60% of the Shares, against payment of an offer price of EUR 11.36 (cum dividend) in cash per Share (the “Offer Price”) in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) as well as (i) 185,067 Shares representing approximately 0.24% of the Shares from Wessanen acting on behalf of the eligible employees in connection with the settlement of the Long Term Incentive Plan (the “LTIP”) (see below) and (ii) 19,704,297 Shares representing approximately 25.55% of the Shares from Charles Jobson in accordance with Section 5.10.1 (Irrevocable Undertaking of the Co-Investor) of the Offer Memorandum, together representing in aggregate approximately 91.39% of the total number of Shares.
Given that all unvested Performance Incentive Shares were issued and have vested upon Settlement, the issued and the outstanding share capital of Wessanen has been increased with 395,233 Shares2. Consequently, the total issued and outstanding share capital of Wessanen amounts to 77,130,732 Shares as of today. Wessanen today, acting on behalf of the eligible employees under its LTIP, sold 185,067 of the 395,233 newly issued Shares to the Offeror for an amount per Share equal to the Offer Price. The remaining 210,166 Shares were tendered under the Offer. Reference is made to the separate press release issued today by Wessanen relating to the settlement of the Performance Incentive Shares under Wessanen’s LTIP.
Post Acceptance Period
The Shareholders who have not tendered their Shares during the Offer Period will have the opportunity to tender their Shares under the same terms and conditions as the Offer in a Post Acceptance Period (na-aanmeldingstermijn) which commenced at 09:00 hours CET on 11 September 2019 and will expire at 17:40 hours on 25 September 2019 (the “Post Acceptance Period”).
During the Post Acceptance Period, Shareholders have no right to withdraw Shares from the Offer, regardless of whether validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Offer Period or the Post Acceptance Period.
The Offeror will publicly announce the results of the Post Acceptance Period, including the total amount and total percentage of Shares held by or committed to it no later than the third Business Day following the last day of the Post Acceptance Period, in accordance with Article 17, paragraph 4 of the Decree.
The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post Acceptance Period and will pay for these Shares within three Business Days following the last day of the Post Acceptance Period.
Announcements in relation to the Offer will be issued by press release and will be available on the website of PAI Partners on behalf of the Offeror (www.paipartners.com) as well as on the corporate website of Wessanen (www.wessanen.com).
Subject to any applicable legal requirements and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.
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.
Digital copies of the Offer Memorandum can be obtained through the websites of Wessanen (www.wessanen.com) and PAI Partners (www.paipartners.com). Copies of the Offer Memorandum are also available free of charge at the offices of Wessanen and the Exchange Agent at the addresses mentioned below. Digital copies of the Position Paper can be obtained through the websites of Wessanen (www.wessanen.com).