Go Acquisition B.V. makes offer memorandum regarding public offer for Gamma Holding N.V. publicly available

This is a joint press release by Go Acquisition B.V. (pursuant to the provisions of Section 10 paragraph 3 of the Dutch Decree on Public Takeover Bids (“Bob”) and Gamma Holding N.V. The shares in Go Acquisition B.V. are held by Gilde Buy-Out Fund III B.V. (“GBOF III BV”) and Gilde Buy-Out Fund III C.V. (“GBOF III CV”, together with GBOF III BV, “Gilde”). Parcom Investment Fund I B.V. (“PIF I BV”) and Parcom Buy-Out Fund IV B.V. (“BOF IV BV”, together with PIF I BV, “Parcom”) will invest in the share capital of Go Acquisition after the requisite merger clearances have been obtained.

Supervisory and Management Boards of Gamma Holding N.V. unanimously recommend the offer
Combined shareholding of Gilde and Parcom currently approximately 80%

Utrecht and Helmond – With reference to the press release of 6 December 2010, Go Acquisition B.V. (“Go Acquisition”) hereby announces that Go Acquisition is making a mandatory public offer for all the issued and outstanding shares in the capital of Gamma Holding N.V. (“Gamma Holding”) not currently owned by Go Acquisition, Gilde and Parcom (the “Ordinary Shares”) and all issued and outstanding ordinary participating preference shares in the capital of Gamma Holding not currently owned by Go Acquisition, Gilde and Parcom (the “Ordinary Preference Shares”), each with a nominal value of EUR 2.50 (the “Offer”). Gilde and Parcom together currently own approximately 80% of the issued and outstanding ordinary shares in the capital of Gamma Holding and approximately 15% of the issued and outstanding ordinary participating preference shares in the capital of Gamma Holding.

Offer price

The Offer is made subject to the terms and restrictions contained in the offer memorandum of 13 January 2011 (the “Offer Memorandum”). Go Acquisition offers an offer price of EUR 29.00 in cash per Ordinary Share and an offer price of EUR 3.50 in cash per Ordinary Preference Share.

No Conditions to the Offer

The Offer is not subject to any conditions. Go Acquisition expects to make a public announcement regarding the results of the Offer and settlement shortly after the expiration of the acceptance period.

Acceptance Period

The acceptance period under the Offer (“Acceptance Period”) commences at 9:00 hours CET on 14 January 2011 and expires on 11 February 2011 at 18:00 hours CET (the “Acceptance Closing Date”), unless the Acceptance Period will be extended in accordance with Section 15 of the Bob.

Recommendation of the Supervisory Board and the Management Board of Gamma Holding

Simultaneously with the Offer Memorandum a letter containing the position statement (the “Position Statement”) of the supervisory board of Gamma Holding (the “Supervisory Board”) and the management board of Gamma Holding (the “Management Board”) will be made available 1). The Supervisory Board and Management Board unconditionally support and unanimously recommend the Offer. A fairness opinion that has been rendered by ABN AMRO Bank N.V. to the Supervisory Board supports this recommendation from a financial point of view. The fairness opinion is included in the Position Statement.

Since the Offer is a mandatory offer within the meaning of Section 5:70 of the Act on Financial Supervision there is no obligation to convene an informal extraordinary general meeting of shareholders within the meaning of Section 18 paragraph 1 of the Decree on public offers Wft. Accordingly, Gamma Holding will not convene an informal extraordinary general meeting of shareholders.

Interested holders of shares in the capital of Gamma Holding are being invited in the Position Statement to attend a teleconference to be held on 2 February 2011 at 11:00 hours CET. During this teleconference the Supervisory Board and Management Board will discuss the Offer and the recommendation by the Supervisory Board and the Management Board. Reference is made to the Position Statement for further details.

1) The Position Statement does not qualify as a ‘position statement’ within the meaning of Section 18 and Schedule G of the Decree on public offers Wft. The Position Statement has not been reviewed by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiele Markten or “AFM”) and will only be reviewed by the AFM after publication and in the same manner as press releases are being reviewed by the AFM.

Acceptance by Shareholders through an Admitted Institution

Shareholders who hold their Ordinary Shares and/or Ordinary Preference Shares through an institution admitted to Euronext Amsterdam (an “Admitted Institution”) are requested to make their acceptance known via their bank or stockbroker not later than 18:00 hours CET on 11 February 2011. The custodian, bank or stockbroker may set an earlier deadline for communication by shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances of those Ordinary Shares and/or Ordinary Preferences Shares to the settlement agent in a timely manner.

Extension

Go Acquisition may extend the Acceptance Period once in accordance with Section 15 paragraph 1 of the Decree on public offers Wft. In that case, the Acceptance Closing Date will be moved to the last date and time to which the Offer has been so extended. If the acceptance period is extended, a public announcement to that effect will be made in accordance with applicable laws.

Delisting

Go Acquisition and Gamma Holding aim to terminate Gamma Holding’s listing on NYSE Euronext Amsterdam (in respect of both the Ordinary Shares and the Ordinary Preference Shares), and will apply for delisting with NYSE Euronext Amsterdam in the event that Go Acquisition has acquired 95% or more of the shares in the capital of Gamma Holding. Depending on the number of shares so acquired by Go Acquisition, also other procedures may be initiated, including a compulsory acquisition procedure (uitkoopprocedure).

Financing

On 6 December 2010, Go Acquisition announced in accordance with Section 7 paragraph 4 of the Decree on public offers Wft that it has taken all reasonable measures to pay the offer price under the Offer. Go Acquisition will finance the acquisition of shares in the capital of Gamma Holding not already held by Gilde or Parcom as at 6 December 2010 on the basis of a EUR 64 million loan from ING Corporate Investments Mezzanine Fonds B.V. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International).

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