Wavin N.V. : Final offer results: 97.26% of ordinary Wavin shares held by Mexichem

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Algemeen advies 25/05/2012 11:25
Dit persbericht is alleen in de Engelse taal verschenen**
This is a joint press release by Mexichem, S.A.B. de C.V. and Wavin N.V. pursuant to the provisions of section 17 paragraph 4 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) in connection with the recommended public offer by Mexichem Soluciones Integrales Holding, S.A. de C.V., a direct subsidiary of Mexichem, S.A.B. de C.V., for all the issued and outstanding ordinary shares in the capital of Wavin N.V. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Wavin N.V. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States of America, Australia, Canada and Japan. Terms not defined in this press release will have the meaning as set forth in the offer memorandum by which the offer was made dated 9 March 2012 (the Offer Memorandum)..


Mexico City (Mexico) and Zwolle (The Netherlands), 24 May 2012 - Reference is made to the joint press release of Mexichem, S.A.B. de C.V. (Mexichem) and Wavin N.V. (Wavin) of 9 March 2012 in respect of the launch of the all cash public offer by Mexichem Soluciones Integrales Holding, S.A. de C.V. (the Offeror) for all the issued and outstanding ordinary shares with a nominal value of EUR 0.40 each in the capital of Wavin (the Shares) at an offer price of EUR 10.50 cum dividend for each Share (the Offer), to the joint press release of 8 May 2012 in which the Offeror declared the Offer unconditional (gestand heeft gedaan), and to the joint press release of 23 May 2012 in which the Offeror announced to have exceeded 95% of the Shares.

Post Acceptance Period
During the Post Acceptance Period, which ended at 17:30 hours CET on 23 May 2012, 3,299,833 Shares have been tendered for acceptance under the Offer, representing approximately 6.50% of the issued Wavin shares, and approximately 6.52% of the issued and outstanding Wavin Shares.

The 44,188,918 Shares held by the Offeror on 8 May 2012, together with the Shares tendered during the Post Acceptance Period represent a total of 49,185,497 Shares (excluding the 203,123 Treasury Shares held by Wavin), representing approximately 96.86% of the total issued share capital of Wavin, and approximately 97.24% of the total issued and outstanding share capital of Wavin. In the aggregate, the number of Shares tendered under the Offer, the number of Shares held by the Offeror and the Treasury Shares represent approximately 97.26% of the total issued share capital of Wavin.

Settlement
Settlement has taken place for the majority of Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) in the Post Acceptance Period.

If settlement of such Shares has not yet taken place, settlement will occur as soon as possible and the Offeror shall use reasonable endeavours to arrange that, in respect of Shares that were so tendered and delivered to Rabobank International, before 17:30 hours CET on any day that Euronext Amsterdam was open for trading (a Trading Day) during the Post Acceptance Period, the payment of EUR 10.50 cum dividend per Share will be made on the third Trading Day after the date on which the relevant tender and delivery were made.

Delisting and squeeze-out
As stated in the joint press release of Mexichem and Wavin dated 23 May 2012, the Offeror intends to initiate delisting and squeeze-out procedures as soon as possible.



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