Prysmian declares offer Draka unconditional

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Algemeen advies 08/02/2011 08:03
Milan, Amsterdam, 8 February 2011 - Reference is made to the joint press releases of Prysmian S.p.A. (Prysmian or the Offeror) and Draka Holding N.V. (Draka) of 22 November 2010 and 4 February 2011 and the press releases of Prysmian of 15 December 2010, 5 January 2011 and 24 January 2011 and 26 January 2011, whereby Prysmian announced to make an offer for all issued and outstanding ordinary shares of Draka (the Shares) at an offer price of EUR 8.60 in cash plus 0.6595 newly issued Prysmian ordinary shares (New Prysmian Shares) for each Share (the Offer).

Highlights

Prysmian declares the public offer for all Shares in Draka unconditional
90.4% of the Shares accepted
Remaining Shares can be tendered in a post acceptance period ending 22 February 2011
Settlement of the Offer will take place on 22 February 2011
Offer declared unconditional

Prysmian is pleased to announce that it declares the Offer unconditional (gestanddoening).

All offer conditions in connection with the Offer, as described in the offer memorandum dated 5 January 2011 (the Offer Memorandum), have been fulfilled, with the exception of the offer condition of all relevant regulatory approval procedures having been completed. The Offeror has decided to waive this condition, in accordance with applicable law and regulations.

Acceptances

During the offer period, which ended at 18:00 hours, Amsterdam time, on 3 February 2011, 44,064,798[1] Shares have been tendered for acceptance under the Offer, representing approx. 90.4% of the Shares (excluding any Shares held by Draka).

Together with the 5,754,657 financing preference shares to be acquired by Prysmian from ASR Levensverzekering N.V. and Kempen Bewaarder Beleggingsfonds 'Ducatus' B.V. on 1 March 2011, Prysmian shall hold approx. 91.4% of the total issued and outstanding share capital of Draka.

Settlement

With reference to the Offer Memorandum, holders of Shares (Shareholders) who accepted the Offer shall receive an amount in cash of EUR 8.60 plus 0.6595 New Prysmian Shares (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 subject to the conditions and restrictions of the Offer.

Payment of the Offer Price per Share shall occur on 22 February 2011 (the Settlement Date).

Post Closing Acceptance Period (na-aanmeldingstermijn)

The Offeror grants the Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares in a post closing acceptance period (na-aanmeldingstermijn) commencing at 09:00 hours, Amsterdam time, on 9 February 2011 and expiring at 18:00 hours, Amsterdam time, on 22 February 2011 (the Post Closing Acceptance Period). Shareholders can tender their Shares in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum.

Shareholders who tender and deliver their Shares for acceptance pursuant to the Offer during the Post Closing Acceptance Period will receive, within ten (10) business days following the expiry of the Post Closing Acceptance Period, the Offer Price in respect of each Tendered Share. Shareholders who tender their Shares during the Post Closing Acceptance Period shall not have the right to withdraw such Tendered Shares.

Further consequences of the Offer

As soon as legally possible and practicable, Prysmian intends to terminate the listing of the Shares on NYSE Euronext Amsterdam.

The remaining Shareholders who do not wish to tender their Shares in the Post Closing Acceptance Period should carefully review Section 6.13 of the Offer Memorandum, which describes certain risks that will exist in connection with their continued shareholding in Draka, including among others, loss of liquidity, increased leverage, reduced governance rights, tax treatment of distributions and changes to Draka's dividend policy. These risks are in addition to the risks associated with holding securities issued by Draka generally, such as the exposure to risks related to the business of Draka and its subsidiaries, the markets in which the Draka group operates, 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

Prysmian is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. In addition, Draka has made available the position statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer (the Position Statement).


[1] After expiry of the offer period, 50 additional Shares were tendered and accepted by Prysmian as defective tenders.




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