14 February 2018
Reference is made to the joint press release by the Offeror and Refresco dated 22 January 2018 regarding the publication of the Offer Memorandum for the recommended public offer by the Offeror for all the issued and outstanding ordinary shares of Refresco at an offer price of EUR 20 (cum dividend) in cash per Share.
The Offeror and Refresco jointly announce that competition clearances have been obtained from the European Commission and the competent authorities in the United States of America and China. As a result, the condition on competition clearance for completion of the Offer, as detailed in the Offer Memorandum, has now been satisfied.
Furthermore, the Offeror and Refresco jointly announce that the required advice from Refresco’s works council (centrale ondernemingsraad) in the Benelux has been obtained in respect of the financing of the Offer and the Asset Sale and Liquidation (as defined in the Offer Memorandum).
Holders of shares in the capital of Refresco (the “Shareholders”) who wish to tender their Shares into the Offer are reminded that the acceptance period for the Offer expires at 17:40 hours CET on 19 March 2018.
Announcements in relation to the Offer will be issued by press release and will be made available on the Company's website at www.refresco.com (investors section) as well as on the websites of PAI at www.paipartners.com (media section) and the bcIMC group at www.bcimc.com (newsroom section) on behalf of the Offeror. Subject to any applicable legal requirements and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.
Offer Memorandum, Position Statement and further information
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 22 January 2018, which is available on the Company’s website at www.refresco.com (investors section) as well as on the website of PAI at www.paipartners.com (media section) and the bcIMC group at www.bcimc.com (newsroom section) on behalf of the Offeror. Copies of the Offer Memorandum are furthermore available free of charge at the office of the Exchange Agent at the address mentioned below. In addition, Refresco makes available the Position Statement, containing the Information required by article 18, paragraph 2 and Annex G of the Decree in connection with the Offer. Digital copies of the Position Statement will be available on the website of Refresco at www.refresco.com (investors section).
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.
Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgement in respect of the Offer and the content of the Offer Memorandum and the Position Statement. In addition, Shareholders may wish to consult their tax advisors regarding the tax consequences of tendering their Shares under the Offer.
The Exchange Agent
ABN AMRO Bank N.V. (Attention: Corporate Broking Department)
Gustav Mahlerlaan 10, 1000EA Amsterdam, the Netherlands
Telephone: +31 20 344 2000
Refresco Group N.V.
Fascinatio Boulevard 270
3065 WB Rotterdam