Go Acquisition and Gamma Holding will discuss the delisting of Gamma Holding with NYSE Euronext Amsterdam
Not for release, publication or distribution, in full or in part, in or into the United States of America, Canada or Japan.
This is a joint press release (pursuant to the provisions of Section 17 paragraph 4 of the Dutch Decree on Public Takeover Bids (“Bob”)) by Go Acquisition B.V. (“Go acquisition”) and Gamma Holding N.V. (“Gamma Holding”) in connection with the offer memorandum (the “Offer Memorandum”), which has been approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiele Markten or “AFM”) and has been made publicly available on 13 January 2011, regarding the mandatory public offer for all the issued and outstanding ordinary shares in the capital of Gamma Holding (the “Ordinary Shares”) and all the issued and outstanding ordinary participating preference shares in the capital of Gamma Holding (the “Ordinary Preference Shares”) each with a nominal value of EUR 2.50 and each not currently held by Go Acquisition, Gilde Buy-Out Fund III B.V., Gilde Buy-Out Fund III C.V., Parcom Investment Fund I B.V. and Parcom Buy-Out Fund IV B.V. (the “Offer”).
Utrecht and Helmond – With reference to the press releases of 6 December 2010, 13 January 2011 and 15 February 2011 in connection with the Offer, Go Acquisition hereby announces that during the post-acceptance period which ended on 22 February 2011 at 18:00 hours CET 489,605 Ordinary Shares and 13,611 Ordinary Preference Shares have been tendered under the Offer. The number of Ordinary Shares that have been tendered during the post-acceptance period represents an interest of 6.5% of the Ordinary Shares. The number of Ordinary Preference Shares that have been tendered during the post-acceptance period represents an interest of 10.2% of the Ordinary Preference Shares.
Payment and delivery of tendered shares
On 28 February 2011 Go Acquisition will proceed towards payment of the offer price of EUR 29.00 per Ordinary Share that has been tendered and delivered during the post-acceptance period and EUR 3.50 per Ordinary Preference Share that has been tendered and delivered during the post-acceptance period. Following payment and delivery of the shares that have been tendered during the post-acceptance period, Go Acquisition will hold 7,275,967 Ordinary Shares, representing an interest of 96.8% in the issued and outstanding share capital of Gamma Holding, and 115,823 Ordinary Preference Shares, representing an interest of 86,4% in the issued and outstanding share capital of Gamma Holding. Following payment and delivery, Go Acquisition will hold 96.6% of the shares in the capital of Gamma Holding (and 98.2% excluding shares in the capital of Gamma Holding that are being held by Gamma Holding). Equal voting rights are attached to the Ordinary Shares and the Ordinary Preference Shares.
Delisting
Go Acquisition and Gamma Holding will discuss the delisting of shares in Gamma Holding with NYSE Euronext Amsterdam.
Squeeze-out
Following payment and delivery of the Ordinary Shares and Ordinary Preference Shares that have been tendered during the post-acceptance period, Go Acquisition will initiate squeeze-out proceedings in order to acquire all Ordinary Shares and Ordinary Preference Shares that have not been tendered.
This press release is also published in Dutch; the Dutch version will prevail over the English version.