This is a joint public announcement by TMC Group N.V. (“TMC” or the “Company“) and Time Acquisition B.V. (the “Offeror“), a newly incorporated 100% owned subsidiary of funds managed by Gilde Buy Out Partners (“Gilde“), in connection with the recommended all-cash public offer made by the Offeror on 12 November 2012 for all the issued and outstanding ordinary shares in the capital of TMC pursuant to the availability of the offer memorandum prepared by TMC and the Offeror (the “Offer Memorandum“). This announcement does not constitute an offer or any solicitation of any offer to buy or subscribe for any securities in TMC. Capitalised terms used but not defined herein shall have the meaning ascribed thereto in the Offer Memorandum. Any offer is only made by means of the Offer Memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States of America, Australia, Canada, or Japan.
98.7% OF THE ORDINARY SHARES ACCEPTED UNDER THE PUBLIC OFFER MADE BY TIME ACQUISITION B.V.
Utrecht and Eindhoven
Highlights
46.0% of the ordinary shares tendered under the Offer
With reference to the joint press releases of 22 October 2012 and 12 November 2012 in connection with the Offer, the Offeror hereby announces that as per the expiration of the acceptance period on 10 December 2012 at 18:00 hours CET, 1,695,820 ordinary shares with a total value of EUR 31.8 million have been tendered under the Offer, representing 43.1% of the issued ordinary shares in the capital of TMC and 46.0% of the issued and outstanding ordinary shares in the capital of TMC.
Declaring the Offer unconditional (gestanddoening)
Ultimately on 13 December 2012, the Offeror will determine whether the Offer Conditions have been satisfied or waived and announce whether (i) the Offer is declared unconditional, (ii) the Offer will be extended in accordance with Section 5.6 (Extension of the Acceptance Period) of the Offer Memorandum, or (iii) the Offer is terminated, as a result of the Offer Conditions not having been satisfied or waived, all in accordance with the Offer Memorandum.
Liquidity and Delisting
The consummation of the Offer will reduce the number of Shareholders and the number of Shares that might otherwise be traded publicly and could adversely affect the liquidity and market value of the remaining Shares not tendered and not held by TMC.
If and when the Offer is declared unconditional (gestand wordt gedaan), it is the intention of the Offeror to terminate the listing of TMC on Alternext 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 4.9.4 (Possible Measures by the Offeror to obtain 100% of the Shares) of the Offer Memorandum, including procedures which would result in the termination of the listing of the Shares (including Shares not being tendered).
Announcements
Announcements in relation to the Offer, including announcements in relation to an extension of the Offer past the Acceptance Closing Time will be issued by press release. Subject to any applicable requirements of the Merger Rules 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.
Other
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.
Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.
Digital copies of the Offer Memorandum and Position Statement are available on the website of TMC (www.tmc.nl).
About TMC
Since its foundation in June 2000, TMC has focused on mobilising highly educated technical specialists. We distinguish ourselves by supplying rare competencies needed for the development of complex products and projects. Our focus lies with projects that are of vital importance to our clients. In addition, we contribute to the project continuity and flexibility of our clients and we are able to continually supply them with strategic knowledge.
In 2006 TMC was the first Dutch enterprise to be listed on the NYSE Alternext – Euronext, at which time TMC Group N.V. was established. In 2007, TMC acquired Adapté B.V., which is now called TMC Construction. At mid-2012 TMC has 15 business cells and 503 Employeneurs.
For more information:
Rogier van Beek
CEO / CFO
+31 (0)40 239 2260
rogier.van.beek@tmc.nl
www.tmc.nl
About Gilde Buy Out Partners
Gilde Buy Out Partners is one of the largest mid-market private equity investors in continental Europe, with assets under management of over € 2.0 billion. Through local offices Gilde is active in the Benelux and the neighbouring economies of Germany, Switzerland and Austria. Since its inception in 1982, Gilde has invested in over 250 companies across a diverse range of sectors.
The most recent fund is Gilde Buy Out Fund IV which will include TMC and contains total assets of € 800 million, committed by more than 30 leading international financial institutions, pension funds, government funds and specialised investment funds. Previous investments by Gilde Buy Out Fund IV are Teleplan, Roompot, Eismann and Spandex.
For more information:
Koos Teule
Director Investor Relations
+31 (0)88 220 2600
teule@gilde.com
www.gilde.com
The Offer is being made with due observance of such statements, conditions and restrictions as are included in the Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been made in the manner set out in the Offer Memorandum.
The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration or approval with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). No actions have been taken (nor will actions be taken) to make the Offer possible in any jurisdiction where such actions would be required. In addition, the Offer Memorandum has not been filed with nor recognised by the authorities of any jurisdiction (including the AFM). The Offer is neither subject to the provisions set out in chapter 5.5 of the Netherlands Financial Supervision Act (Wet op het financieel toezicht), nor to the provisions set out in the Decree of Public Offers Wft (Besluit openbare biedingen Wft, the “Takeover Decree”). Consequently, the AFM has no jurisdiction to either approve or disapprove and has neither approved nor disapproved the Offer or the Offer Memorandum. Neither the Offeror, nor TMC nor any of their respective advisers accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read Section 1 (Restrictions and Important Information) of the Offer Memorandum before taking any action. The release, publication or distribution of the Offer Memorandum in jurisdictions other than The Netherlands may be restricted by law and therefore persons into whose possession the Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction. Each Shareholder which questions its position shall immediately consult an appropriate professional adviser. This public announcement is also published in Dutch; the English version will prevail over the Dutch version.
Forward-looking statements
The Offer Memorandum includes forward looking statements that involve risk and uncertainty. Generally, words such as may, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forward looking statements. Although the Offeror and TMC believe that the expectations reflected in such forward looking statements are based on reasonable assumptions and are, to the best of their knowledge, true and accurate on the date of the Offer Memorandum, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of the forward looking statements. Any such forward looking statement must be considered together with the fact that actual events or results may vary materially from such forward looking statements due to, among other things, political, economic or legal changes in the markets and environments in which the Offeror or TMC do business, to competitive developments or risks inherent to their respective business plans and to uncertainties, risk and volatility in financial markets and other factors affecting them.
The Offeror and TMC undertake no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations or by any appropriate regulatory authority.