6 September 2019
This is a joint press release by PAI Partners SAS (“PAI”) and various entities (indirectly) controlled by or affiliated to Charles Jobson and/or his family members (“Charles Jobson”), acting jointly through Best of Nature Bidco B.V. (“Bidco”, and together with PAI and Charles Jobson, the “Consortium” or the “Offeror”), and Koninklijke Wessanen N.V. (“Wessanen” or the “Company”), pursuant to the provisions of Section 4 paragraph 3 of the 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 Wessanen (the “Offer”). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Wessanen. Any offer will be made only by means of the offer memorandum dated 11 July 2019 (the "Offer Memorandum") approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the "AFM") and subject to the restrictions set forth therein. Terms not defined in this press release will have the meaning given thereto in the Offer Memorandum.
Paris, France / Boston Massachusetts, the U.S. / Amsterdam, the Netherlands – 6 September 2019
With reference to the joint press releases dated 10 April, 8 May and 11 July 2019 and the Offer Memorandum, the Consortium and Wessanen jointly announce that after the expiry of the Offer Period today at 17:40 CET, 50,391,100 Shares representing 65.67% of the total number of Shares have been tendered for acceptance pursuant to the Offer. Together with 25.68% (being 19,704,297 Shares) of all Shares committed to Bidco by Charles Jobson in accordance with Section 5.10.1 (Irrevocable Undertaking of the Co-Investor) of the Offer Memorandum, these Shares represent in aggregate approximately 91.35% of the total number of Shares committed to the Consortium.
In accordance with Section 16 paragraph 1 of the Decree and Section 4.5 of the Offer Memorandum, the Consortium will announce whether it declares the Offer unconditional no later than Wednesday, 11 September 2019.
This announcement contains selected and 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.
Digital copies of the Offer Memorandum can be obtained through the websites of Wessanen (www.wessanen.com) and PAI Partners (www.paipartners.com). Copies of the Offer Memorandum are also available free of charge at the offices of Wessanen and the Exchange Agent at the addresses mentioned below. Digital copies of the Position Paper can be obtained through the websites of Wessanen (www.wessanen.com).