Gilde Buy Out Partners intends to make a public offer for TMC Group for EUR 18.75 per share in cash

This is a joint public announcement by TMC Group N.V. (“TMC”) and Time Acquisition B.V. (“Offeror”), a newly incorporated 100% owned subsidiary of funds managed by Gilde Buy Out Partners (“Gilde”). This is not a public announcement that a public offer will be made, but that conditional agreement on a public offer, as presented in this announcement, has been reached. Not for release, publication or distribution, in whole or in part, in or into the United States of America, Australia, Canada, Italy or Japan.

GILDE BUY OUT PARTNERS INTENDS TO MAKE A PUBLIC OFFER FOR TMC GROUP FOR EUR 18.75 PER SHARE IN CASH

Board of Directors unanimously recommends the offer

Utrecht and Eindhoven

Transaction highlights

• Gilde and TMC have reached conditional agreement on an all-cash public offer by the Offeror for all issued and outstanding shares in the capital of TMC at a price of EUR 18.75 per share.
• The Board of Directors of TMC fully supports the offer and unanimously recommends the proposed offer to the shareholders of TMC; a fairness opinion issued for this purpose supports this recommendation.
• Gilde supports the growth strategy of TMC and the proposed transaction will contribute to the accelerated implementation of this strategy.
• The proposed offer of EUR 18.75 is the highest price ever for TMC’s shares and implies a premium of 25% on the closing price of TMC’s shares on 19 October 2012, the last trading day prior to publication of this press release and a premium of approximately 47% based on the average closing price over the last 12 months prior to the publication of the press release.
• Major shareholders representing approximately 81% of the issued share capital in TMC, have irrevocably committed to tender their shares in the context of the proposed public offer or to sell their shares to the Offeror.

Strategic rationale
The proposed offer provides several advantages for TMC, its shareholders, employees, customers and other stakeholders: (i) Gilde endorses the overall strategy of the management of TMC, (ii) Gilde will enable TMC to accelerate its growth strategy, both through organic growth and acquisitions, by providing financial and management support, and (iii) the proposed offer provides existing shareholders the opportunity to sell their shares in TMC at an attractive premium and directly realise the potential future value of their shares.

Thijs Manders, Chairman of the Board of Directors of TMC:

“I am delighted that after 12 years of entrepreneurship and 6 years after the stock-market listing, TMC will enter into its next phase. Already from the first discussions with Gilde it became clear that the vision, business model and entrepreneurial spirit of TMC are valued and will therefore be preserved. This is essential to attract the best employeneurs and retain our people. Our customers will ultimately benefit from this. I look forward to the coming years during which I will remain directly involved with TMC as a shareholder and Chairman of the Board of Directors.”

Nikolai Pronk, Managing Director Gilde:

“In particular the entrepreneurial characteristics of the people at TMC have convinced us of the growth potential of TMC in its home market, the Netherlands as well as surrounding countries. We are looking forward to working together with the management in the coming years to further expand TMC’s activities into new market segments and regions and to provide a supporting role as a shareholder.”

The offer
TMC and Gilde jointly announce that they have reached conditional agreement on an all-cash public offer by the Offeror to acquire all issued and outstanding shares in the capital of TMC at a price of EUR 18.75 per share. The offer conditions and rights and obligations of the Offeror and TMC with respect to the offer are set out in a merger protocol. Based on the offer price, the total share capital of TMC is valued at approximately EUR 69.2 million.
The offer price of EUR 18.75 per share is the highest price ever for TMC’s shares and implies a premium of approximately 25% on the closing price of TMC’s shares on 19 October 2012, the last trading day prior to publication of this press release and a premium of approximately 47% based on the average closing price over the last 12 months prior to the publication of the press release. The bid price is cum dividend and no dividend announcements are expected before the intended public offer is completed.

Recommendation
The Board of Directors of TMC has held several meetings with external advisors in relation to all aspects of the proposed offer. After having thoroughly considered the strategic, financial and social aspects of the transaction, including a fairness opinion issued by NIBC Bank N.V. for this purpose, the Board has concluded that the offer is in the best interest of the company, its shareholders and all other stakeholders in TMC and its affiliates. The Board of Directors has decided to fully support the proposed public offer and unanimously recommends it for acceptance by the shareholders. Given a potential conflict of interests, the executive and non-independent members of the Board of Directors have not participated in the decision-making process in relation to the entering into of the merger protocol. Negotiations on the merger protocol between TMC and the Offeror have been conducted by and on behalf of the independent members of the Board of Directors.

Future of TMC
TMC will continue its activities under the same name and as an independent company. Gilde endorses the vision and growth strategy as currently carried out by the Board of Directors of TMC. TMC will have the opportunity to continue to grow and expand its market position, both organically and through acquisitions. In addition, Gilde has committed itself to continue to let the company be run by its current management team.
The Offeror will finance the offer with a combination of equity and debt. The Offeror has obtained, subject to customary conditions, a full funding commitment from, and entered into a binding agreement with, its debt financing providers.
Gilde and TMC expect that the proposed public offer will have no negative consequences on the employment situation at TMC. Gilde will enable TMC to continue its current employment policies and to honour the existing social and pension plans of its employees.

Conditions
The agreed conditions for declaring the offer unconditional are customary for a transaction of this nature and size. These conditions include, amongst others: (i) that at least 95% of the issued and outstanding share capital of TMC is tendered under the Offer or otherwise committed to or held by the Offeror, (ii) approval of the Dutch competition authority, and (iii) that no material adverse change with respect to TMC occurs.

Committed shares
Major shareholders, including Mobion Holding B.V., TMB Holding B.V., Just-Us-2 B.V., Comnaar Investments B.V., S.P.Y.N. Holding B.V. and Todlin N.V., together representing approximately 81% of the issued share capital in TMC, have irrevocably committed to tender their shares in the context of the proposed public offer or sell their shares to the Offeror. Mobion Holding B.V., TMB Holding B.V., Comnaar Investments B.V. and the management of TMC have also committed to participate in the capital of the Offeror when and on the condition that the proposed offer is successfully completed.

Competing offer
The Offeror and TMC may terminate the merger protocol in the event a bona fide third-party issues a serious and substantiated competing public offer in cash, subject to certain additional conditions. Such an offer will have to be at least 10% higher than the offer price by the Offeror and, in the reasonable opinion of the Board of Directors of TMC, be more beneficial in other respects. In this evaluation, the Board will take into account the interests of the shareholders and other stakeholders of TMC, the identity and reputation of the third party offeror, the certainty that the offer of the third party actually succeeds (including financing) and the conditions to which the offer is subject and its proposed timing.
In the event of a competing offer, the Offeror will be given the opportunity to make a revised offer. TMC has entered into customary undertakings not to solicit third party offers.

Next Steps
Over the coming weeks, the parties will take further steps to finalise the documentation for the proposed offer. Subsequently the offer, conditional on the offer conditions having been fulfilled or waived, will be made by the Offeror through the publication of the offer memorandum. It is currently expected that this will take place in mid-November.
It is the intention to delist TMC as soon as possible after the completion of the offer. In addition, depending on the number of shares held by the Offeror after completion of the offer, Gilde expects to initiate a squeeze-out procedure to acquire the remaining shares in TMC still held by minority shareholders. Gilde may also undertake alternative steps that result in a termination of the stock market listing and/or acquisition of the other remaining shares.

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