25 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 – 25 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 3,732,164 Shares, representing approximately 4.84% of the Shares, were tendered during the Post Acceptance Period. Together with the Shares acquired by the Offeror following Settlement and additional share market purchases, the Offeror will hold 74,610,279 Shares, representing in aggregate approximately 96.73% of the total number of Shares.
• During the Post Acceptance Period, approximately 3,732,164 of the Shares were tendered under the Offer
• Including the Shares already held by the Consortium, this represents a total of 96.73% of the Shares
• Settlement of the Wessanen shares tendered during the Post Acceptance Period will take place on 30 September 2019
During the Post Acceptance Period which commenced at 09:00 hours CET on 11 September 2019 and expired at 17:40 hours today, 3,732,164 Shares, representing approximately 4.84% of the Shares and an aggregate value of approximately of EUR 42,397,383, have been tendered for acceptance at an offer price of EUR 11.36 (cum dividend) in cash per Share (the “Offer Price”).
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 74,610,279 Shares, representing in aggregate approximately 96.73% of the total number of Shares.
Settlement of the Shares tendered during the Post Acceptance Period and payment of the Offer Price per tendered Share will take place on 30 September 2019.
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).