86.22% OF NEWAYS SHARES COMMITTED TO INFESTOS; NEXT STEPS ANNOUNCED ON OR BEFORE 1 NOVEMBER 2021

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Algemeen advies 28/10/2021 08:20
This is a joint press release by Neways Electronics International N.V. (“Neways”) and Infestos Sustainable Solutions B.V. (the “Offeror”), a direct wholly-owned subsidiary of Infestos Sustainability B.V. (“Infestos Sustainability”), pursuant to the provisions of Section 4, paragraphs 1 and 3, and Section 12, paragraph 3 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Neways (the “Offer”). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Neways. The Offer is made only by means of the offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for Financial Markets (Stichting Autoriteit Financiële Markten (the “AFM”)) which is available as of 31 August 2021, and subject to the restrictions set forth therein. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

86.22% OF NEWAYS SHARES COMMITTED TO INFESTOS; NEXT STEPS ANNOUNCED ON OR BEFORE 1 NOVEMBER 2021
Son/Enschede, the Netherlands, 28 October 2021 – During the Acceptance Period that expired at 17:40 hours (CET) on 27 October 2021, 9,546,668 Shares have been tendered under the Offer, representing approximately 77.80% of the Shares on a fully diluted basis and an aggregate value of approximately EUR 138.90 million (at an Offer Price of EUR 14.55 (cum dividend) in cash per Share). Together with the Shares already held by the Offeror on the date hereof, this represents a total of 10,579,379 Shares, equal to approximately 86.22% of the Shares on a fully diluted basis.

As a result, the minimum acceptance threshold Offer Condition described in the Offer Memorandum has been satisfied.

Moreover, the Offeror announces that it has waived the Offer Condition laid down in paragraph 6.5 (a) (xi) (Resolutions) of the Offer Memorandum, whilst reserving the right to request Neways to convene a new EGM to vote on one or more of the resolutions that were not adopted during the EGM of 19 October 2021.

Finally, in accordance with Section 16 paragraph 1 of the Decree and Section 5.5 of the Offer Memorandum, the Offeror will announce whether it declares the Offer unconditional no later than Monday, 1 November 2021.

Further information

Any further announcements in relation to the Offer will be made by press release. Any joint press release issued by the Offeror and Neways will be made available on the websites of the Offeror (www.infestos.com) and Neways (www.newayselectronics.com). Any press release issued by the Offeror will be made available on the Offeror's website (www.infestos.com).

More information can be found in the Offer Memorandum and Position Statement, which are published on www.newayselectronics.com and www.infestos.com.



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