30 Sep 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 and Section 17 paragraph 4 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 – 30 September 2019
With reference to the joint press releases dated 10 April, 8 May, 11 July, 6 September, 10 September, 17 September, 23 September, 24 September and 25 September 2019 and the Offer Memorandum, the Consortium and Wessanen jointly announce that, with settlement of the Shares tendered during the Post Acceptance Period today, the Offeror holds 74,668,704 Shares, representing in aggregate approximately 96.81% of the total number of Shares.
- Consortium has acquired 96.81% of the Shares
- Delisting of Shares on Euronext Amsterdam expected to occur on 1 November 2019
- Squeeze-Out procedure will start as soon as possible
The Offeror has acquired 3,790,589 Shares, representing approximately 4.91% of the Shares, against payment of an offer price of EUR 11.36 (cum dividend) in cash per Share (the “Offer Price”) in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post Acceptance Period.
Together with the Shares acquired by the Offeror following Settlement of the Shares tendered during the Offer Period and the additional share market purchases, the Offeror will hold 74,668,704 Shares, representing in aggregate approximately 96.81% of the total number of Shares.
 Since the press release dated 25 September 2019, the Offeror has received additional acceptances in the amount of 58,425 Shares which it accepted as defective tenders.
In connection with the Offeror holding more than 95% of the Shares, the Offeror and Wessanen have requested the delisting of the Shares from Euronext Amsterdam. Subject to Euronext Amsterdam approval, delisting is expected to occur on 1 November 2019 and accordingly the last trading day of the Shares would be 31 October 2019. This may adversely affect the liquidity and market value of any Shares not tendered. Reference is made to Section 5.11 (Consequences of the Offer) of the Offer Memorandum.
Additionally, as the Offeror now holds more than 95% of the Shares, the Offeror will initiate a Squeeze-Out procedure as soon as possible. Reference is made to Section 5.11.4 (Squeeze-Out) of the Offer Memorandum.
Finally, in connection with these developments, Wessanen has stopped publishing quarterly trading updates.
Announcements in relation to the Offer will be issued by press release and will be available on the website of PAI Partners on behalf of the Offeror (www.paipartners.com) as well as on the corporate website of Wessanen (www.wessanen.com).
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.
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.
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).