NEWAYS AND INFESTOS AGREE ON RECOMMENDED ALL CASH OFFER OF EUR 14.55 PER SHARE

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Overig advies 25/06/2021 09:43
Transaction highlights
Recommended all cash public offer by Infestos for the outstanding shares of Neways at an offer price of EUR 14.55 in cash (cum dividend) per Share, representing a total consideration of approximately EUR 177.5 million.
The Offer Price represents a premium of 33.5% over the closing price of Neways on 29 April 2021 and delivers immediate, certain and attractive value to Neways’ shareholders.
The Management Board and Supervisory Board fully support the Transaction and unanimously recommend the Offer.
Infestos will provide Neways with the expertise and support to accelerate the ‘One Neways’ and ‘System Innovator’ strategy.
With Infestos as the majority shareholder, Neways will create a stable governance structure to advance the further roll-out of its strategy, whilst remaining a listed company.
Infestos fully supports Neways in its transition into a best in class electronic manufacturing services enterprise benefitting Neways’ shareholders, employees, customers and other stakeholders.
Neways’ corporate identity, values and culture will be maintained and existing rights and benefits of Neways’ employees will be respected.
Neways’ existing Management Board will continue to lead the Company and the existing members of the Supervisory Board will remain in place.
Infestos has committed financing in place providing certain funds and high deal certainty.
The Offer is subject to certain customary conditions, including acquiring at least 60% of the outstanding shares of Neways, and is expected to complete in the second half of 2021.
Son / Enschede, the Netherlands, 24 June 2021, Neways Electronics International N.V. (Neways or the Company) (Euronext Amsterdam: NEWAY) and Infestos (Infestos) are pleased to announce that a conditional agreement (the Merger Protocol) has been reached on a recommended public offer (the Offer, and together with the other transactions contemplated in connection therewith, the Transaction) for all of the issued and outstanding ordinary shares in Neways (the Shares) at a price per Share of EUR 14.55 in cash (cum dividend) (the Offer Price), representing an aggregate equity value of approximately EUR 177.5 million.
The Neways management board (the Management Board) and supervisory board (the Supervisory Board and together with the Management Board, the Boards) believe the Offer is in the best interest of Neways and all its stakeholders. The Boards unanimously support the intended Offer and the Transaction and recommend these to the holders of Shares.

Eric Stodel, CEO of Neways, commented, “Infestos is a strong and entrepreneurial investment firm that is well-positioned to support us in realizing our long term ambitions. We continue to develop and grow our market position as a differentiating System Innovator in the EMS market, by moving up the value chain and adding greater value for our customers. We increasingly work in collaboration with our customers to develop new and innovative systems and products, which will lead to sustainable and profitable growth. We will also continue to develop our in-house talent and technological expertise. We are convinced that Infestos is the right partner for this next phase of development. With their expertise they can help us to further accelerate the roll-out of our transition and growth of our business in the years to come, whilst remaining an independent company.”

Henk Scheepers, Chairman of the Supervisory Board of Neways, commented, “We unanimously support the offer as we believe that it will be beneficial to the company and all its stakeholders. With this strong majority shareholder we create a stable governance structure, enabling the company to advance the roll-out of its strategy. The offer reflects a compelling and immediate value for our shareholders, provides additional deal certainty due to the funds already committed and safeguards the interests of both our customers and employees.”

Frank van Roij, Investment Director of Infestos, commented, “We are excited to join Neways in its journey to become a best in class EMS company. We fully support its ‘One Neways’ and ‘System Innovator' strategy. We believe this strategy can create long-term value whilst Neways remains an independent publicly listed company. With our extensive experience in transitioning and growing strongly positioned technology companies, we are looking forward to working together with Neways on accelerating its journey of profitable growth.”






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