Utrecht and Helmond
This is a joint public announcement by Gilde Buy Out Partners (“Gilde”) and Koninklijke Nedschroef Holding N.V. (“Nedschroef”) pursuant to the provisions of Section 9b, subsection 2.a, of the Dutch Securities Trade Supervision Decree 1995 (Besluit Toezicht Effectenverkeer 1995) . This is not a public announcement that a public offer is to be made, but that the expectation is justified that agreement can be reached on a public offer as set forth in this announcement. Not for release, distribution, or publication in whole or in part, in or into the United States of America, Australia, Canada or Japan.
The offer
Following the public announcement of Nedschroef dated 15 January 2007, in which Gilde’s non-binding interest had been announced, Gilde and Nedschroef currently believe the expectation is justified that agreement can be reached in connection with a public offer by Gilde for the entire issued and outstanding share capital of Nedschroef, whereby Gilde intends to offer a price of EUR 59 in cash (cum dividend) for each Nedschroef share. On the basis of this offer price Nedschroef’s capital is valued at approximately EUR 258 million.
The offer price of EUR 59 per share is an all-time high for Nedschroef shares and represents approximately a 27% premium over the closing price of Nedschroef shares on 12 January 2007, the business day before the press release announcing Gilde’s interest and a premium of approximately 43% over the average closing price over the 12 months before the initial press release. The offer is cum dividend: no final dividend for 2006 will be distributed by Nedschroef and no further dividends are expected to be declared prior to the completion of the offer.
Recommendation
Both the supervisory board and management board of Nedschroef, after having duly considered the strategic, financial and social aspects of the proposed transaction, support the intended public offer and conclude that the offer is in the best interest of the shareholders and all other stakeholders of Nedschroef. The supervisory board and management board intend to recommend that Nedschroef shareholders accept the intended offer.
Strategic rationale
The intended offer will have a number of advantages for Nedschroef, its shareholders, employees, customers and other stakeholders: (i) Gilde supports the overall strategy of Nedschroef, (ii) Gilde will provide Nedschroef with financial and management resources to help Nedschroef accelerate its growth strategy, which comprises inter alia both organic growth and growth through acquisitions and (iii) the intended offer provides current shareholders the opportunity to sell their interest in Nedschroef at an attractive premium providing the opportunity to realise immediate future value of their shares.
Future of Nedschroef
Nedschroef will continue its operations as an independent company under its present name. Gilde supports the current vision and growth strategy as is currently carried out by the managing board of Nedschroef. Nedschroef will get the opportunity to grow further, both organically and through acquisitions, in order to reinforce its current strong market position. Gilde has committed itself to keep the business of Nedschroef materially intact under one central management.
Upon completion of the offer Gilde will fund acceptances under the offer through a combination of equity and debt. Gilde has committed itself to maintain a healthy capital and debt structure in order to support Nedschroef’s current business strategy.
Gilde and Nedschroef are under the expectation that the public offer will not have any adverse consequences for employment at Nedschroef. Gilde will endeavour that Nedschroef will respect and adhere to the current general employment policy of Nedschroef, all covenants with the works council, existing social plans and applicable collective labour agreements.
The management board of Nedschroef is invited to participate in the share capital of the entity holding the shares of Nedschroef after a successful public offer. Gilde also intends to provide certain key personnel of Nedschroef the opportunity to participate in the share capital of this entity. Gilde will appoint a new supervisory board as of completion of the offer, in which board also one current member of the supervisory board will be appointed.
Conditions precedent
As conditions precedent to declaring the intended offer unconditional, the customary conditions for a transaction of this type will apply. Amongst these will be that (i) at least 95% of the issued and outstanding share capital of Nedschroef has been tendered, (ii) approval by the relevant competition authorities has been obtained, and (iii) no material adverse change with respect to the business of Nedschroef has occurred.
Gilde needs approval of the supervisory board of Nedschroef when declaring the offer unconditional if less than 80% of the shares have been tendered.
Irrevocable commitments
Parcom Ventures B.V., Fortis Verzekeringen Nederland N.V., Driessen Beleggingen B.V., Bibiana Beheer B.V. and Beheersmaatschappij Breesaap B.V. support the intended offer. These large shareholders, who collectively have a shareholding of approximately 62% of the share capital, have committed themselves to tender their shares under a public offer. By invitation thereto from Gilde, Parcom Ventures B.V., with a shareholding in Nedschroef of approximately 29%, will participate along with Gilde in the entity that will hold the Nedschroef shares after the intended offer has been declared unconditional.
Indicative timetable
Gilde and Nedschroef expect to reach agreement on the terms and scope of the intended offer within the next few weeks. The intended offer itself will be made once Gilde and Nedschroef have reached a definitive agreement.
Publication of the offer memorandum is expected at the latest in April 2007. The annual general meeting of shareholders scheduled for 17 April will be rescheduled in order to convene this meeting the same day as the extraordinary general meeting of shareholders at which the intended offer will be discussed. It is expected that both shareholders meetings will take place at the beginning of May.
Part of the intended plan is to delist Nedschroef once the offer has been declared unconditional. In addition, subject to having reached the necessary threshold, Gilde expects to initiate the statutory procedure as contemplated by the Dutch Civil Code in order to acquire all shares held by minority shareholders.
Relevant bodies notified
Management and staff of the companies involved, the works councils, the unions concerned, Euronext Amsterdam, The Netherlands Authority for the Financial Markets (AFM), the relevant competition authorities and the Secretary of the Social and Economic Council have been or will be duly notified.
Advisers
Kempen & Co acts as financial adviser and Loyens & Loeff acts as legal adviser to Gilde.
Catalyst Advisors acts as financial adviser and De Brauw Blackstone Westbroek acts as legal adviser to Nedschroef.
Gilde Buy Out Partners
Managing Director
For further information:
Mr. B.T. Molenaar
Phone: +31 (0)30 2192525
www.gilde.nl
Koninklijke Nedschroef Holding N.V.
Board of Directors
For further information:
Mr. W.C. Mezger
Phone: + 31 (0)492 548556
www.nedschroef.nl
Disclaimer
This release does not constitute or form part of an offer to buy or subscribe for any securities by anyone in any jurisdiction. Nowhere outside the Netherlands any action is taken (nor will any action be taken) to make a public offer possible in any jurisdiction where such action would be required.
This press release is also published in Dutch; the Dutch version will prevail over this English version.
About Gilde
Gilde Buy Out Partners is a leading private equity investor with offices in Utrecht, Paris and Zurich. Gilde has funds under management exceeding € 1.5 billion and has invested in more than 200 companies since its inception in 1982. Gilde specializes in middle market buy out investments in Europe and has particular expertise with investments in industrial companies with a technological character such as Nedschroef. Examples of investments of Gilde in the automotive sector are Stankiewicz (Germany), a supplier of sound reducing material and Plastal (Sweden), a producer of bumper systems and interior components.
Nedschroef will be the fifth investment of Gilde Buy Out Fund III, a € 600 million buy out fund closed in 2006. Other investments of Gilde Buy Out Fund III are Heiploeg (shrimps) and Novasep (synthesis and purification of fine chemicals for the life sciences industry).
About Nedschroef
Koninklijke Nedschroef Holding N.V. is a public company with a listing on Euronext Amsterdam. The group is made up of 24 companies with establishments in 12 countries. The group’s core activities are the development, manufacture, purchase and sale of (i) fasteners for the automotive industry and its suppliers (approximately 95% of its turnover) and (ii) machines and machine tools for hot and cold forming of steel, primarily for suppliers to the automotive industry.
With this combination of core activities, together with the associated logistical expertise, Nedschroef has secured a unique position in the global market. The groups in the company share their respective know-how intensively. Customers enjoy the benefits of the accumulated expertise through the efforts of the group’s strong sales organisations with their technical advisers.
Nedschroef has been continuously engaged in the manufacture of fasteners since it was founded in 1894. The company’s original plant in Helmond produced rivets for the shipbuilding industry. Over the years the company gradually expanded into a wider range of products with higher added value for other markets. Nedschroef Holding was granted the Royal Warrant to mark its centenary.