28 August 2019
This is a joint press release by PAI Partners SAS (“PAI”) and various entities (indirectly) 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.
Offer Period closes on 6 September 2019
Paris, France / Boston Massachusetts, the U.S. / Amsterdam, the Netherlands – 28 August 2019
With reference to the joint press releases dated 10 April, 8 May and 11 July 2019, along with the Offer Memorandum, the Consortium and Wessanen jointly announce that they have obtained the unconditional approval of the European Commission in connection with the Offer. Consequently, all competition clearances required to close the Offer have been obtained.
The Consortium and Wessanen continue to work constructively to satisfy other Offer Conditions and are making timely progress, anticipating that the Offer Period closes on 6 September 2019 and settlement of the Offer will take place in Q3 2019, as planned. Please see the Offer Memorandum for information on how shareholders can tender their Shares under the Offer.
The extraordinary general meeting of Wessanen shareholders, during which the Offer will be discussed, will be held tomorrow, Thursday 29 August 2019, commencing at 14:00 hours CET at the hotel Okura in Amsterdam.
This announcement contains select, 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).