This is a joint press release by Royal Reesink N.V. (“Royal Reesink” or the “Company“) and River Acquisition B.V. (the “Offeror“), pursuant to the provisions of section 17 paragraph 4 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft, (the “Takeover Decree“) in connection with the recommended public offer (the “Offer“) by the Offeror for all of the listed issued depositary receipts of ordinary shares in the capital of Royal Reesink (the “Depositary Receipts“) and all non-listed issued ordinary shares in the capital of Royal Reesink which are not registered in the name of Stichting Administratiekantoor van Aandelen Reesink (the “Registered Shares” and together with the Depositary Receipts, the “Shares“). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Royal Reesink. The Offer is made solely pursuant to the offer memorandum (the “Offer Memorandum”), which has been published by the Offeror on 12 April 2016. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada, Japan and the United States. Capitalised terms used but not defined herein have the meaning ascribed thereto in the Offer Memorandum.
JOINT PRESS RELEASE
Apeldoorn / Utrecht, 24 June 2016
Acceptance during Post Acceptance Period
The Offeror and Royal Reesink are pleased to jointly announce that following 17:40 hours on 24 June 2016, being the closing time of the Post Acceptance Period (na-aanmeldingstermijn) relating to the recommended public cash offer by the Offeror for all of Royal Reesink’s Shares at an Offer Price of EUR 101.00 (cum dividend) per Share (the “Offer”), 79,734 Shares had been tendered during the Post Acceptance Period, representing approximately 5.8% of all the Company’s issued share capital (geplaatst kapitaal), excluding 6,237 Shares held by each of the Company or any of its Subsidiaries for its own account, and an aggregate value of approximately EUR 8.1 million (if valued at the Offer Price of EUR 101.00 (cum dividend) per Share).
As communicated by the Offeror and Royal Reesink in the joint press release issued on 10 June 2016, the Offeror acquired 1,002,997 Shares which were tendered during the Acceptance Period on the Settlement Date, representing approximately 72.8% of all the Company’s issued and outstanding share capital (geplaatst kapitaal), excluding 6,237 Shares held by each of the Company or any of its Subsidiaries for its own account and an aggregate value of approximately EUR 101.3 million (if valued at the Offer Price of EUR 101.00 (cum dividend) per Share). Together with the Shares previously held by Todlin and Navitas Capital which the Offeror acquired, the Offeror held 1,242,542 Shares as of 17 June 2016, representing approximately 90.3% of all the Company’s issued share capital (geplaatst kapitaal), excluding 6,237 Shares held by each of the Company or any of its Subsidiaries for its own account, and an aggregate value of approximately EUR 125.5 million (if valued at the Offer Price of EUR 101.00 (cum dividend) per Share).
Consequently, upon settlement of the Shares tendered during the Post Acceptance Period, the Offeror will hold 1,322,276 Shares, representing approximately 96.1% of all the Company’s issued and outstanding share capital (geplaatst kapitaal), excluding 6,237 Shares held by each of the Company or any of its Subsidiaries for its own account, representing an aggregate value of approximately EUR 133.6 million (if valued at the Offer Price of EUR 101.00 (cum dividend) per Share).
Settlement
With reference to the Offer Memorandum and the joint press release dated 10 June 2016, Shareholders who accepted the Offer shall receive the Offer Price 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 of the Offer and subject to its restrictions.
Payment of the Offer Price for the Shares that were validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post Acceptance Period has occurred or will occur as soon as reasonably possible and in any case payment has not occurred or will not occur later than the third (3rd) Business Day after the day on which such Shares were tendered.
Delisting of the Shares from Euronext Amsterdam, squeeze-out proceedings
After settlement of the Shares tendered during the Post Acceptance Period, the Offeror and Royal Reesink will request Euronext Amsterdam – in accordance with the Euronext Amsterdam policies and listing rules – to terminate the listing of the Shares on Euronext Amsterdam as soon as possible.
In addition, the Offeror will initiate statutory squeeze-out proceedings (uitkoopprocedure) to obtain 100% of the Shares as soon as possible. Reference is made to Section 3.14.2 of the Offer Memorandum.
Offer Memorandum, Position Statement and further information
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 12 April 2016. In addition, Royal Reesink has made available the Position Statement dated 12 April 2016, containing the information required by Section 18, paragraph 2 and Annex G of the Takeover Decree in connection with the Offer.
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. In addition, Shareholders may wish to consult with their tax advisors regarding the tax consequences of tendering their Shares under the Offer.
Digital copies of the Offer Memorandum are available on the website of Royal Reesink (www.royalreesink.com). Royal Reesink’s website does not constitute a part of, and is not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of Royal Reesink (www.royalreesink.com).
For further information please contact:
Mr. G. Van der Scheer, CEO Royal Reesink N.V.
Tel.: +31 (0)575 599 301
About Royal Reesink
Royal Reesink focuses on two segments: Reesink Equipment and Reesink Industries.
In Reesink Equipment, our businesses are involved in the distribution of leading brands and/or the delivery of strong concepts for agriculture and horticulture, landscape maintenance, material handling and civil engineering. The products are supplied either directly or through dealers to farmers, contractors, green area companies, golf courses, municipalities, government bodies, water boards, foresters and logistics customers operating in the food & agri, non-food, industrial, transhipment (harbours) and civil engineering sectors.
In Reesink Industries, our businesses are involved as a distributor of steel, personal protection items and hydraulic components and systems. In this segment, we mainly supply steel manufacturers, building sites, installation production companies, technical wholesalers, the offshore and shipping industry, machinery manufacturers and the agricultural industry. For more information, please visit: www.royalreesink.com.
About Gilde
With offices in the Benelux and DACH regions, Gilde Buy Out Partners is a leading European private equity investor in mid-market transactions. Founded in 1982, Gilde has been supporting management teams in over 100 buy out transactions. Gilde manages funds in excess of €3 billion and has a controlling interest in companies such as Royal Ten Cate, Enkco, Roompot, Comcave, Riri, Teleplan, Powerlines and HG. For more information, please visit: www.gilde.com.
About Todlin
Todlin is an investment fund managed by Teslin Capital Management. Todlin invests in promising listed small-caps. Based on fundamental analysis Todlin selects companies with a strong market position, healthy and growing cash flows and a proper corporate governance structure. Todlin focuses on responsible value creation in the long term and acts as an active and involved shareholder. For more information, please visit: www.teslin.nl.
About Navitas Capital
Navitas Capital is a privately owned investment company focused on investing in strong, medium-sized companies with growth prospects. The approach can be described as proactive and entrepreneurial, with an emphasis on creating long-term value. Navitas Capital has long term participating interests in Dutch listed and private companies with clear growth potential. For more information, please visit: www.navitascapital.nl.
General restrictions
This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any shares or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the shares of Royal Reesink in any jurisdiction. The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Offeror, each member of the Consortium, Royal Reesink and their respective advisors disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither the Offeror, any member of the Consortium nor Royal Reesink, nor any of their advisors assumes any responsibility for any violation by any person of any of these restrictions. Any holder of Shares who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be released, published or distributed in or into, Canada, Japan and the United States.
Forward-looking statements
This press release may include “forward-looking statements”, including statements regarding the transaction and anticipated consequences and benefits of the transaction, the targeted close date for the transaction, the intended financing, as well as language indicating trends, such as “anticipated” and “expected.” These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the receipt and timing of approvals from regulatory authorities. These forward-looking statements speak only as of the date of this press release. The Offeror, each member of the Consortium and Royal Reesink expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Although the Offeror and Royal Reesink believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither the Offeror, any member of the Consortium, nor Royal Reesink, nor any of their advisors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.