Final Offer results - 99.02% of ordinary shares Draka tendered for acceptance

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Algemeen advies 23/02/2011 07:53
This is a joint press release by Prysmian S.p.A. and Draka Holding N.V., pursuant to Article 17 paragraph 4 of the Decree on public offers Wft (Besluit Openbare Biedingen Wft, the Decree) in connection with the public offer by Prysmian S.p.A. for all the issued and outstanding ordinary shares in the capital of Draka Holding N.V. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Prysmian and/or Draka. Any offer is made only by means of the Offer Memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into directly or indirectly the United States, Canada, Japan and Australia.

Final Offer results - 99.02% of ordinary shares Draka tendered for acceptance

Milan, Amsterdam, 23 February 2011 - Reference is made to the press release of Prysmian S.p.A. (Prysmian) of 5 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) and the joint press release of Prysmian and Draka of 8 February 2011 whereby Prysmian declared the Offer unconditional (gestanddoening).

Highlights
99.02% of Shares tendered for acceptance
Delisting to occur on 7 April 2011
Squeeze-out procedure to start in due course

Post Closing Acceptance Period (na-aanmeldingstermijn)

During the post closing acceptance period (na-aanmeldingstermijn) that ended on 22 February 2011 at 18:00 hours, Amsterdam time, 4,175,694 Shares were tendered for acceptance under the Offer, representing approx. 8.6% of the Shares (excluding any Shares held by Draka).

Together with the 44,064,798 Shares that were tendered during the initial offer period, the total number of Shares to be held by Prysmian shall amount to 48,240,492, representing 99.02% of the Shares (excluding any Shares held by Draka).

Furthermore, as a result of the acquisition of the 5,754,657 financing preference shares by Prysmian from ASR Levensverzekering N.V. and Kempen Bewaarder Beleggingsfonds 'Ducatus' B.V. on 1 March 2011, Prysmian shall hold 99.09% 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 during the post closing acceptance period 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 Prysmian) and delivered (geleverd) under the terms and subject to the conditions and restrictions of the Offer.

Payment of the Offer Price per Share in respect of Shares tendered during the post closing acceptance period shall occur on 8 March 2011 (the Second Settlement Date).

Delisting
As a result of the acquisition of more than 95% of the Shares by Prysmian, Prysmian and Draka jointly announce to the Shareholders that the listing and trading of the Shares on NYSE Euronext Amsterdam (Euronext) will be terminated.

In consultation with Euronext, it is decided that the last day of trading of the Shares will be on 6 April 2011. This means that the termination of the listing of the Shares shall be effectuated on 7 April 2011.

Squeeze-out proceedings
Prysmian, holding more than 95% of the Shares, also intends to initiate a takeover squeeze-out procedure in accordance with article 2:359c of the Dutch Civil Code as soon as possible, in order to acquire the remaining Shares not tendered and not held by Prysmian. Further details will follow as circumstances require.






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