20 March 2018
With reference 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 for all Shares (the "Offer"), PAI and bcIMC declare their public offer for all Refresco shares unconditional.
• 97.4% of the Shares tendered for acceptance
• All Offer Conditions have been satisfied
• Settlement of tendered Shares will take place on 29 March 2018
• Remaining Shares can be tendered in a post acceptance period commencing 21 March 2018 and ending on 3 April 2018
• Statutory buy-out procedure will be initiated as soon as possible
During the acceptance period that expired on 19 March 2018 at 17:40 hours CET, 79,039,776 Shares had been tendered under the Offer at an offer price of EUR 20 (cum dividend) per Share (“the Offer Price”). These tendered Shares represent approximately 97.4% of all the Company's issued and outstanding share capital (geplaatst kapitaal) and an aggregate value of approximately EUR 1.581 billion.
All Offer Conditions as described in the Offer Memorandum have been satisfied, including obtaining competition clearances from the European Commission and the competent authorities in the United States of America and China. In this respect reference is made to the joint press release by the Offeror and Refresco dated 14 February 2018.
With reference to the Offer Memorandum, holders of Shares (the “Shareholders”) who accepted the Offer shall receive an amount in cash of EUR 20 per Share (cum dividend) for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and conditions and subject to the restrictions of the Offer.
Settlement of the Offer shall occur and payment of the Offer Price per validly tendered Share shall be made on 29 March 2018 (the "Settlement Date").
No Shares were to date acquired by the Offeror outside the Offer. Consequently, upon settlement of the Offer the Offeror will hold 79,039,776 Shares, representing approximately 97.4% of all the Company's issued and outstanding share capital (geplaatst kapitaal).
Post acceptance period
The Offeror grants those Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares, under the same terms and conditions applicable to the Offer, in a post acceptance period (na-aanmeldingstermijn) commencing at 09:00 hours CET on 21 March 2018 and expiring at 17:40 hours CET on 3 April 2018.
During the post acceptance period, the Offeror will continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and will pay for such Shares within five business days following the end of the post acceptance period.
Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the post acceptance period may not be withdrawn. The Offeror will, within three business days after the post acceptance period has ended, announce the number and percentages of Shares that have been tendered in the post acceptance period and the total number and percentage of Shares the Offeror owns after the post acceptance period has ended.
De-listing and liquidity of the Shares
The purchase of Shares by the Offeror pursuant to the Offer will, among other things, reduce the number of Shareholders and the number of Shares that might otherwise trade publicly and thus adversely affect the liquidity of the Shares not tendered.
Following the Settlement Date, the Offeror will have acquired at least 95% of all issued and outstanding Shares, and intends to procure a termination of the listing of the Company on Euronext Amsterdam as soon as possible. Such termination will further adversely affect the liquidity of any Shares not tendered.
In addition, the Offeror may initiate any of the procedures as set out in Section 3.14 (Other Post-Settlement Restructuring) of the Offer Memorandum, including procedures which would result in the termination of the listing of the Shares (including Shares not being tendered).
The Offeror shall as soon as possible commence a compulsory acquisition procedure in accordance with article 2:92a or 2:201a of the Dutch Civil Code (the “DCC”) or the takeover buy-out procedure in accordance with article 2:359c of the DCC to buy out the Shareholders who have not tendered their Shares under the Offer.
The Company has agreed to provide the Offeror with any assistance as may be reasonably required in connection with such procedures, including, if needed, joining such proceedings as co-claimant.
Further implications of the Offer being declared unconditional
Shareholders who do not intend to tender their Shares under the Offer should carefully review Section 3.14 (Post-Settlement Restructuring measures) and Section 3.15 (Consequences of the Offer) of the Offer Memorandum, which describe certain risks they will be subject to if they elect not to accept the Offer and certain measures the Offeror may take to achieve its goal of obtaining 100% of the Shares. These risks are in addition to the risks associated with holding securities issued by the Company generally, such as the exposure to risks related to the business of the Company and its subsidiaries, the markets in which the Group operates, as well as economic trends affecting such markets generally as such business, markets or trends may change from time to time.
The Offeror seeks to acquire 100% of the Shares and/or the business and operations of the Company, through the Offer and other subsequent restructuring steps (if necessary). These steps are likely to have significant consequences for Shareholders who do not tender their Shares under the Offer, including the possibility of a substantial delay in the receipt by them of their proceeds.
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 website of PAI at www.paipartners.com (media section) and the bcIMC group at https://www.bci.ca/publications/media/ 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
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 and the Position Statement are 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 https://www.bci.ca/publications/media/ on behalf of the Offeror.