Consortium of PAI and Charles Jobson acquire 96.81% of Wessanen
shares – delisting expected on 1 November 2019
This is a joint press release by PAI Partners
SAS (“PAI”) and various entities (indirectly) controlled by or
affiliated to Charles Jobson and/or his family members (“Charles
Jobson”), acting jointly through Best of Nature Bidco B.V.
(“Bidco”, and together with PAI and Charles Jobson, the
“Consortium” or the “Offeror”), and Koninklijke Wessanen N.V.
(“Wessanen” or the “Company”), pursuant to the provisions of
Section 4 paragraph 3 and Section 17 paragraph 4 of the Decree on
Public Takeover Bids (Besluit openbare biedingen Wft) (the
"Decree") in connection with the recommended public offer by the
Offeror for all the issued and outstanding ordinary shares in the
capital of Wessanen (the “Offer”). This announcement does not
constitute an offer, or any solicitation of any offer, to buy or
subscribe for any securities in Wessanen. Any offer will be made
only by means of the offer memorandum dated 11 July 2019 (the
"Offer Memorandum") approved by the Netherlands Authority for the
Financial Markets (Stichting Autoriteit Financiële Markten) (the
"AFM") and subject to the restrictions set forth therein. Terms not
defined in this press release will have the meaning given thereto
in the Offer Memorandum.
Consortium of PAI and Charles
Jobson acquire 96.81% of Wessanen shares – delisting expected on 1
November 2019
Paris, France / Boston Massachusetts,
the U.S. / Amsterdam, the Netherlands – 30 September
2019
With reference to the joint press releases dated
10 April, 8 May, 11 July, 6 September, 10 September, 17 September,
23 September, 24 September and 25 September 2019 and the Offer
Memorandum, the Consortium and Wessanen jointly announce that, with
settlement of the Shares tendered during the Post Acceptance Period
today, the Offeror holds 74,668,704 Shares, representing in
aggregate approximately 96.81% of the total number of Shares.
Transaction highlights
- Consortium has acquired 96.81% of the Shares
- Delisting of Shares on Euronext Amsterdam expected to occur on
1 November 2019
- Squeeze-Out procedure will start as soon as possible
SettlementThe Offeror has
acquired 3,790,589 Shares1, representing approximately 4.91% of the
Shares, against payment of an offer price of EUR 11.36 (cum
dividend) in cash per Share (the “Offer Price”) in respect of each
Share validly tendered (or defectively tendered provided that such
defect has been waived by the Offeror) during the Post Acceptance
Period.
Together with the Shares acquired by the Offeror
following Settlement of the Shares tendered during the Offer Period
and the additional share market purchases, the Offeror will hold
74,668,704 Shares, representing in aggregate approximately 96.81%
of the total number of Shares.
DelistingIn connection with the
Offeror holding more than 95% of the Shares, the Offeror and
Wessanen have requested the delisting of the Shares from Euronext
Amsterdam. Subject to Euronext Amsterdam approval, delisting is
expected to occur on 1 November 2019 and accordingly the last
trading day of the Shares would be 31 October 2019. This may
adversely affect the liquidity and market value of any Shares not
tendered. Reference is made to Section 5.11 (Consequences of the
Offer) of the Offer Memorandum.
Squeeze-Out
procedureAdditionally, as the Offeror now holds more than
95% of the Shares, the Offeror will initiate a Squeeze-Out
procedure as soon as possible. Reference is made to Section 5.11.4
(Squeeze-Out) of the Offer Memorandum.
Finally, in connection with these developments,
Wessanen has stopped publishing quarterly trading updates.
AnnouncementsAnnouncements in
relation to the Offer will be issued by press release and will be
available on the website of PAI Partners on behalf of the Offeror
(www.paipartners.com) as well as on the corporate website of
Wessanen (www.wessanen.com).
Subject to any applicable legal requirements and
without limiting the manner in which the Offeror may choose to make
any public announcement, the Offeror will have no obligation to
communicate any public announcement other than as described
above.
Further informationThis
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.
Digital copies of the Offer Memorandum can be
obtained through the websites of Wessanen (www.wessanen.com) and
PAI Partners (www.paipartners.com). Copies of the Offer Memorandum
are also available free of charge at the offices of Wessanen and
the Exchange Agent at the addresses mentioned below. Digital copies
of the Position Paper can be obtained through the websites of
Wessanen (www.wessanen.com).
For more information, please contact:
Press enquiries for the Consortium |
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CFF CommunicationsPresthaya Fixter |
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T: +31 (0)6 2959 7748 |
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E: presthaya.fixter@cffcommunications.nl |
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Press enquiries for Wessanen |
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Hill+Knowlton Strategies Ingo Heijnen |
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T: +31 (0)6 5586 7904 |
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E: ingo.heijnen@hkstrategies.com |
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Settlement Agent |
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ABN AMRO Bank N.V. Global Markets I Corporate Broking |
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Gustav Mahlerlaan 10, (1000 EA) Amsterdam, the Netherlands |
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T: +31 (0)20 344 2000 |
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E: corporate.broking@nl.abnamro.com |
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Wessanen |
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Koninklijke Wessanen N.V. |
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Hoogoorddreef 5 Atlas Arena, (1101 BA) Amsterdam, the
Netherlands |
About PAI PartnersPAI Partners
is a leading European private equity firm with offices in Paris,
London, Luxembourg, Madrid, Milan, Munich, New York and Stockholm.
PAI Partners manages EUR 13.4 billion of dedicated buyout funds.
Since 1994, the company has completed 71 transactions in 11
countries, representing over EUR 50 billion in transaction value.
PAI Partners is characterised by its industrial approach to
ownership combined with its sector-based organisation. PAI Partners
provides the companies it owns with the financial and strategic
support required to pursue their development and enhance strategic
value creation.
About Charles JobsonCharles
Jobson, CFA, has been a director at Good Times Restaurants Inc.
(listed on NASDAQ) since May 24, 2018. He co-founded Delta
Partners, LLC in 1999 and serves as its portfolio manager. Charles
Jobson has been a long-term shareholder of Wessanen since 2009.
Charles Jobson has shown strong support for the current management
of Wessanen and believes in the current strategy. He would like to
continue investing in the business to unlock its further potential
as a growth company.
About Koninklijke
WessanenKoninklijke Wessanen is a leading company in the
European market for healthy and sustainable food. In 2018, revenue
was EUR 628 million, and the company employed on average 1,350
people. With its purpose ‘connect to nature’ Wessanen focuses on
organic, vegetarian, fair trade and nutritionally beneficial
products. The family of companies is committed to driving positive
change in food in Europe. Wessanen’s own brands include many
pioneers and market leaders: Allos, Alter Eco, Bjorg, Bonneterre,
Clipper, Destination, El Granero, Isola Bio, Kallø, Mrs Crimble’s,
Tartex, Whole Earth and Zonnatura.
General restrictionsThe
distribution of this press release may, in some jurisdiction other
than the Netherlands, 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 and
Wessanen 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, nor Wessanen, nor
any of their advisors assumes any responsibility for any violation
by any of these restrictions. Any Shareholder who is in any doubt
as to his or her position should consult an appropriate
professional advisor without delay.
This announcement is for information purposes
only and does not constitute an offer or an invitation to acquire
or dispose of any securities or investment advice or an inducement
to enter into investment activity. This announcement does not
constitute an offer to sell or the solicitation of an offer to buy
or acquire the securities of Wessanen in any jurisdiction.
To the extent permissible under applicable law
or regulation, the Offeror and its affiliates or brokers (acting as
agents for the Offeror or its affiliates, as applicable) may from
time to time after the date hereof, and other than pursuant to the
intended offer, directly or indirectly purchase, or arrange to
purchase, ordinary shares in the share capital of Wessanen, that
are the subject of the Offer. To the extent information about such
purchases or arrangements to purchase is made public in the
Netherlands, such information will be disclosed by means of a press
release to inform Shareholders of such information. In addition,
financial advisors to the Offeror may also engage in ordinary
course trading activities in securities of Wessanen, to the extent
permissible under law or regulation, which may include purchases or
arrangements to purchase such securities.
Forward-looking
statementsCertain statements in this press release may be
considered “forward-looking statements”, such as statements
relating to the impact of this transaction on the Offeror and
Wessanen. Forward-looking statements include those preceded by,
followed by or that include the words “anticipated,” “expected” or
similar expressions. These forward-looking statements speak only as
of the date of this release. Although the Offeror and Wessanen
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
forward-looking statements will prove to be correct.
Forward-looking statements are subject to risks, uncertainties and
other factors that could cause actual results to differ materially
from historical experience or from future results expressed or
implied by such forward-looking statements. Potential risks and
uncertainties include, but are not limited to, receipt of
regulatory approvals without unexpected delays or conditions, the
Offeror’s ability to achieve the anticipated results from the
acquisition of Wessanen, the effects of competition (in particular
the response to the transaction in the marketplace), economic
conditions in the global markets in which the Offeror and Wessanen
operate, and other factors that can be found in the Offeror’s and
Wessanen press releases and public filings. Neither the Offeror,
nor Wessanen, nor any of their advisors, accepts any responsibility
for any financial information contained in this press release
relating to the business, results of operations or financial
condition of the other or their respective groups. Each of the
Offeror and Wessanen expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the expectations with regard thereto or any change in events,
conditions or circumstances on which any such forward-looking
statement is based.
1 Since the press release dated 25 September
2019, the Offeror has received additional acceptances in the amount
of 58,425 Shares which it accepted as defective tenders.
- For PDF click here 30092019