Recommended public cash offer by New Horizons Holding B.V. for all
issued shares and outstanding shares of DPA launched today
This is a joint press release by DPA Group N.V.
(“DPA”) and New Horizons Holding B.V. (the
"Offeror"), an entity incorporated under Dutch
law, currently owned by certain funds managed and/or advised by
Gilde Equity Management (GEM) Benelux Partners B.V.
(“Gilde”), pursuant to the provisions of Section
10 paragraph 3 and Section 18 paragraph 3 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 DPA Group N.V. (the
“Shares”) (the “Offer”). The
Offeror will upon settlement of the Offer be (indirectly)
controlled by Gilde, TBL Investments B.V. (“TBL”
and together with the Offeror and Gilde the
“Consortium”) and a foundation or other entity to
be incorporated for the purpose of the envisaged (indirect)
participation of certain DPA management members in the Offeror (the
“STAK”), subject to settlement of the Offer having
occurred. This announcement does not constitute an offer, or any
solicitation of any offer, to buy or subscribe for any securities.
Any offer will be made only by means of the offer memorandum dated
1 June 2021 (the “Offer Memorandum”), which is
available as of today.1 This announcement is not for release,
publication or distribution, in whole or in part, in or into,
directly or indirectly, the United States, Canada or Japan or in
any other jurisdiction in which such release, publication or
distribution would be unlawful.
Recommended public cash offer by New
Horizons Holding B.V. for all issued shares and outstanding shares
of DPA launched today
Houten/Bussum, the
Netherlands – 2 June 2021
With reference to the joint press release dated 1 March
2021, the Offeror and DPA jointly announce the publication of the
Offer Memorandum today in relation to the recommended public cash
offer for all issued shares at an offer price of EUR 1.70 (cum
dividend) per Share (the “Offer Price”).
Transaction highlights
- The management board of DPA (the “Management
Board”) and the supervisory board of DPA (the
“Supervisory Board” and together with the
Management Board, the “Boards”) fully support and
unanimously recommend the Offer.
- The Offer delivers immediate, certain and significant value to
holders of Shares (the “Shareholders”). The Offer
Price represents a premium of approximately 23.3% over the
volume-weighted average price per Share over the last six calendar
months prior to 1 March 2021.
- The Offer is subject to a minimum acceptance threshold of 95%
of the Shares. This threshold is lowered to 80% if the
Shareholders, at the General Meeting, vote in favour of the Asset
Sale and Liquidation Resolutions.
- DPA’s larger shareholders, representing approximately 66.4% of
the Shares in aggregate, have irrevocably committed to support the
Offer and tender all of their Shares.
- The Offeror holds 7,934,505 Shares or circa 16.9% of the Shares
directly, resulting in approximately 83.2% of the Shares in
aggregate with the irrevocably committed Shares , meaning the
threshold for acceptance through a potential Asset Sale and
Liquidation is already met and therefore the Offeror may choose to
implement this structure, provided the Shareholders vote in favour
at the General Meeting.
- The works council of DPA has rendered a positive advice.
- Parties have agreed to certain non-financial covenants for DPA’
stakeholders, including:
- support the current strategy of DPA, with further investments
to accelerate growth and strengthen commercial position;
- existing rights and benefits of the employees of DPA will be
respected;
- headquarters, central management and key support functions to
remain at its current headquarters;
- maintaining DPA’s corporate identity including brand names
(a.o. DPA Professionals and Fagro), heritage and culture; and
- acting prudently when obtaining any financing, also taking into
account the continuity of the business and the execution of the
strategy and its liquidity forecast.
- DPA will hold an extraordinary meeting of Shareholders on 16
July 2021 and has made a Position Statement regarding the Offer (as
defined below) available today.
Arnold van Mameren, Chief Executive Officer of
DPA: “With the launch of the Offer today, we expect to
conclude this process during the third quarter and enter into the
next phase of our development. Gilde has the track record,
financial strength and understanding of our business to enable us
to further invest in offering challenging careers and further
professional development. We are convinced that we can accelerate
our ambitious plan to become a Great Place to Work for
professionals with a drive.”
Ron Icke, Chairman of the Supervisory Board of
DPA: “The support we have received from our shareholders
strengthens our confidence that the Offer reflects our value
creation potential and we believe the Offer secures the longer-term
interests of DPA, our employees and customers in the best possible
way. With the support of Gilde, DPA will be able to enter a new
phase in its transformation to become the best and most wanted
specialist in secondments.”
Bas Glas, Partner Gilde: “Following the
announcement in March, the Offer already has the support and trust
of shareholders representing over 80% of the issued and outstanding
shares, including the shares already held directly. We highly value
the support of the Management Board and Supervisory Board in this
transaction and cherish the professionalism and entrepreneurship
that have made DPA what it is today. The company has the strong
ambition to strengthen their position as strategic (knowledge)
partner for its customers and as employer of choice for
professionals, and we strive to accelerate this strategy, as well
as the pursuit of add-on acquisitions.”
About the OfferorThe Offeror is currently owned
by certain funds managed and/or advised by Gilde. TBL, a privately
owned investment company focussed on investing in small and medium
sized companies and a long time shareholder of DPA, will
participate in the Offeror. Gilde and TBL have decided to work
together, as they have shared expectations of DPA and share the
same long-term vision. Upon settlement of the Offer, the Offeror
will be (indirectly) controlled by Gilde, TBL and STAK (the
Consortium).
Details of the Offer
- The offer period commences on 2 June 2021 at 09:00 hours CEST
and ends on 28 July 2021 at 17:40 hours CEST, unless extended.
- The Offer Price represents a premium of approximately 7.6% to
DPA’s closing price on 1 March 2021 of EUR 1.58 per Share, and a
premium of approximately 14.9%, 23.2% and 54.5% respectively over
the volume-weighted average price per Share over the last three,
six and twelve calendar months prior to 1 March 2021.
- The works council of DPA has rendered a positive advice.
- ACM approval has been received.
- Rabobank has provided a fairness opinion for the
transaction.
- DPA will hold its extraordinary general meeting of Shareholders
virtually at 13:00 hours CEST on 16 July 2021 (the “General
Meeting”), during which, amongst other things, the Offer
will be discussed. In addition, certain resolutions in connection
with the Offer will be proposed to the General Meeting.
- The Offer is subject to the fulfilment of the offer conditions
as set out in the Offer Memorandum.
- The Offer is currently expected to be completed in Q3
2021.
The OfferThe Offeror is making the Offer on the
terms and subject to the conditions and restrictions contained in
the Offer Memorandum. Shareholders tendering their Shares under the
Offer will be paid the Offer Price in consideration for each Share
validly tendered (or defectively tendered provided that such defect
has been waived by the Offeror) for acceptance pursuant to the
Offer prior to or on 28 July 2021 (subject to the offer period
being extended).
The Offer Price includes any (interim) cash or share dividend or
other distribution on the Shares that may be declared by DPA on or
prior to the Settlement Date and the record date for such cash or
share dividend or other distribution occurs on or prior to the
Settlement Date. Consequently, if on or prior to the Settlement
Date any cash or share dividend or other distribution is declared
in respect of the Shares and the record date for such cash or share
dividend or other distribution occurs on or prior to the Settlement
Date, the Offer Price will be decreased by an amount per Share
equal to any such cash or share dividend or other distribution per
Share.
The Offeror confirmed in the joint press release dated 1 March
2021 that it has funds readily available to finance the Offer. In
this context, the Offeror has received equity commitment letters
from entities managed, controlled and/or advised by Gilde, which
are fully committed.
Rationale for the OfferThe offerors (bieders)
support the strategy of DPA and do not intend to effect significant
changes in strategy, whilst realizing that the implementation given
current challenges requires flexibility. Current challenges include
(but are not limited to) a tight labour market, highly competitive
Dutch landscape in the secondment industry and the required
investments in (i) development opportunities for DPA’s employees,
(ii) knowledge building, (iii) strengthening the employee base and
(iv) building the brand(s).
The offerors (bieders) support the spearheads in the strategy
around increasing relevance vis-à-vis customers, improving overall
reputation and cohesion within the group, investing in employees
and enabling employees to flow to more senior profiles.
The Offeror and Gilde have relevant experience in the sector and
will function as a partner to enable an acceleration in growth,
which could consist of acquisitions. The offerors (bieders) support
the buy-and-build strategy, are willing and able to make long-term
investment decisions to support value creation for all of DPA’s
stakeholders and have the resources to invest in value contributing
add-on acquisitions that fit in DPA’s strategy.
The offerors (bieders) view DPA as a standalone investment with
a view to building a large and strong group over time.
Furthermore, the contemplated delisting of the Shares and
private ownership will have various benefits, including: (a) the
ability to quickly and effectively (i) facilitate the
implementation of DPA Group’s strategy and strategic decisions and
(ii) respond to rapidly changing markets, comprising amongst others
making long-term decisions, which may impact short-term
profitability; and (b) lower compliance costs and less management
distraction as a result of no longer having to comply with
continued obligations as a listed company, including extensive
market disclosure and financial reporting obligations, having to
organise physical general meetings of DPA and the relating
governance costs.
Governance of DPA post completionAs from the
Settlement Date, the Management Board will continue to consist of
the current members of the Management Board, being Mr Arnold van
Mameren (CEO) and Mrs Désirée Theyse (CFO).
The Supervisory Board will as of the Settlement Date be composed
as follows:
- Mr B. Glas;
- Mr G.H. Nordemann; and
- Mr M. Beelen, who has been recommended for appointment by the
works council of DPA.
Mr R. Icke, Mr B.J. van Genderen, Mr A. Klene and Mr H.R.G.
Winter have tendered their resignation, subject to Settlement and
with effect from the Settlement Date.
For as long as it remains listed on Euronext Amsterdam, DPA will
comply with the Dutch Corporate Governance Code (except for (i)
current deviations from the aforementioned codes in accordance with
the “explain” requirement in respect of such deviations, and (ii)
deviations from the aforementioned codes that find their basis in
the Merger Protocol, as disclosed in the Offer Memorandum).
Reference is made to DPA’s annual report for the financial year
2020 for information regarding the current deviations from the
Dutch Corporate Governance Code.
Non-Financial CovenantsDPA and the offerors
(bieders) have agreed to certain covenants in respect of, inter
alia, organisation and legal structure, works councils, employment
and pensions, and financing of DPA (the “Non-Financial
Covenants”), which will expire on the first anniversary of
the Settlement Date. The Non-Financial Covenants are summarised
below.
Organisation and legal structureThe offerors (bieders) shall
procure that the identity and integrity of the DPA group shall be
maintained in form and substance substantially in the state as at
the date of the Merger Protocol and shall, without limiting the
generality of the foregoing, procure that:
- the DPA group shall continue its current strategy, whereby the
offerors (bieders) and DPA acknowledge that the DPA group may need
to adapt to changing market conditions;
- the DPA group will continue to invest in the organisation and
strengthen its commercial position;
- DPA will follow a buy-and-build strategy, investing in value
contributing add-on acquisitions that fit in DPA’s strategy;
- DPA’s headquarters, central management and its key support
functions will remain at its current headquarters; and
- DPA will maintain its corporate identity (including brand
names, e.g. DPA Professionals and Fagro), heritage and culture,
fostering and promoting the entrepreneurial culture and
decision-making at business unit level.
Works councilsThe offerors (bieders) will respect and continue
the current DPA employee consultation structure and shall procure
that the existing rights and benefits under existing covenants made
to the works councils and trade unions shall be respected.
Employment and pensionsThe offerors (bieders) will ensure that
persons currently holding management and staff positions within the
DPA group will be given fair opportunities to hold management and
staff positions pursuant to a “best person for the job” process in
line with past practice. As described in the Offer Memorandum, the
offerors (bieders) will ensure that DPA will continue to invest in
the development of its professionals in line with past practice and
that employees within the DPA group will receive proper training in
line with past practice.
The offerors (bieders) shall procure that the existing rights
and benefits of the employees of the DPA group shall be respected,
including existing rights and benefits under the individual
agreements, existing incentive plans, collective labour agreements
and social plans, and including existing rights and benefits under
existing covenants made to the works councils and trade unions.
Subject to the DPA group’s current and future review and amendments
of the existing pension arrangements and changes in law, the
pension rights of current and former employees of the DPA group
shall be respected.
Financing of DPAThe offerors (bieders) shall procure that the
DPA group will act prudently when obtaining any financing, also
taking into account the continuity of the business and the
execution of the strategy and its liquidity forecast.
Unanimous recommendation by the Management Board and the
Supervisory BoardThe Management Board and the Supervisory
Board (together and each separate) have frequently met to discuss
the developments, discussions, process and preparations in relation
to the Offer throughout the process since receipt of the Gilde’s
initial letter of interest on 9 December 2020.2
Consistent with their further fiduciary responsibilities, the
Boards, with the support of their financial and legal advisers,
have carefully and extensively reviewed the Offer. In addition, the
Boards received the Fairness Opinion, as attached to the Position
Statement. After having reviewed with the support of their legal
and financial advisers the terms and conditions of the Offer and
any other actions contemplated in the Merger Protocol, including
the Non-Financial Covenants in particular, and having taken the
interests of all of DPA’s stakeholders into account, the Boards
unanimously conclude that the Offer is in the long-term interests
of DPA, the sustainable success of its business and its clients,
employees, shareholders and other stakeholders. Accordingly, the
Boards have unanimously decided to (i) support the Offer and the
other Transactions, (ii) recommend that the Shareholders accept the
Offer and tender their Shares in the Offer, and (iii) recommend
that the Shareholders vote in favour of the resolutions relating to
the Offer at the General Meeting.
General Meeting DPA has convened the General
Meeting to discuss the Offer in accordance with Section 18,
paragraph 1 of the Decree, which will be held virtually on 16 July
2021 at 13:00 hours CEST. In addition, certain resolutions in
connection with the Offer will be proposed to the General Meeting.
Subject to the terms and conditions of the Offer Memorandum, the
Boards recommend voting in favour of all resolutions that will be
proposed in connection with the Offer and the Asset Sale and
Liquidation.
A position statement providing further information to the
shareholders as required pursuant to Section 18, paragraph 2 of the
Decree (the “Position Statement”), including the
agenda for the General Meeting (and explanatory notes thereto), is
made available by DPA as of today.
Works council of DPAThe works council of DPA
has been informed regarding the Offer and has given its positive
advice.
Irrevocable undertakingsCertain major
shareholders of DPA, as set out in the Offer Memorandum, have
agreed to an irrevocable undertaking to support and accept the
Offer and to tender all Shares held by them on or before the
initial Closing Date (as defined below) and to vote in favour of
the Resolutions under the terms and conditions set out in the
irrevocable undertakings. These irrevocable undertakings together
represent approximately 66.4% of all issued and outstanding
Shares.
The parties who entered into the irrevocable undertakings have
not received any information in connection with the Offer that is
not included in the Offer Memorandum and they will tender their
Shares on the same terms and conditions as the other
Shareholders.
Offer PeriodThe Offer Period will commence on 2
June 2021 at 09:00 hours CEST and ends on 28 July 2021 at 17:40
hours CEST (the “Closing Date”), unless the Offer
Period is extended, in which case the Closing Date shall be the
date on which the extended Offer Period expires.
If the Offer Conditions are satisfied or, as applicable, waived,
the Offeror will accept all tendered Shares not previously
withdrawn pursuant to the provisions of Section 5b, paragraph 5,
Section 15, paragraphs 3 and 8 and Section 15a, paragraph 3 of the
Decree and in accordance with the procedures set forth in Section
4.3 (Acceptance by Shareholders) of the Offer Memorandum. In case
of extension of the Offer Period, any Shares previously tendered
and not withdrawn will remain subject to the Offer.
AcceptanceShareholders who hold their Shares
through an institution admitted to Euronext Amsterdam (an
“Admitted Institution”) are requested to make
their acceptance known through their custodian, bank or stockbroker
no later than 17:40 hours CEST on 28 July 2021, on the initial
Closing Date, unless the Offer Period extended. 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 acceptances to Van Lanschot Kempen Wealth Management
N.V. (the “Settlement Agent”) in a timely
manner.
Admitted Institutions may tender Shares for acceptance only to
the Settlement Agent and only in writing. In submitting the
acceptance, Admitted Institutions are required to declare that (i)
they have the tendered Shares in their administration, (ii) each
Shareholder who accepts the Offer irrevocably represents and
warrants that (a) the tendered Shares are being tendered in
compliance with the restrictions set out in Section 1
(Restrictions) and Section 2 (Important Information) of the Offer
Memorandum and (b) it is not the subject or target, directly or
indirectly, of any economic or financial sanctions administered or
enforced by any agency of the US government, the European Union,
any member state thereof, or the United Nations, other than solely
by virtue of its inclusion in, or ownership by a person included
in, the US “Sectoral Sanctions Identifications (SSI) List” or Annex
III, IV, V or VI of Council Regulation (EU) No. 833/2014 of 31 July
2014, as amended, and (iii) they undertake to transfer these
tendered Shares to the Offeror prior to or ultimately on the
Settlement Date, provided that the Offer has been declared
unconditional (gestand wordt gedaan).
Declaring the Offer unconditionalThe Offer is
subject to the satisfaction of the offer conditions set out in
Section 5.5 (Offer Conditions, waiver and satisfaction) of the
Offer Memorandum (the “Offer Conditions”),
including the condition that the number of tendered Shares shall
represent at least the Acceptance Threshold on the Closing Date as
set out in Section 5.5.1 (Offer Conditions) of the Offer
Memorandum. The Offer Conditions may be waived, to the extent
permitted by applicable rules, as set out in Section 5.5.2 (Waiver)
of the Offer Memorandum. If the Offeror, DPA, or each of the
Offeror and DPA where relevant, wholly or partly waive one or more
Offer Conditions according to Section 5.5.2 (Waiver) of the Offer
Memorandum, the Offeror will inform the Shareholders as required by
the applicable rules.
No later than the third business day following the Closing Date
(such date being the “Unconditional Date”) the
Offeror will determine whether the Offer Conditions have been
satisfied or waived as set out in Section 5.5 (Offer Conditions,
waiver and satisfaction) of the Offer Memorandum, to the extent
permitted by applicable rules. In addition, the Offeror will
announce on the Unconditional Date whether (i) the Offer is
declared unconditional, (ii) the Offer will be extended in
accordance with Section 15 of the Decree, or (iii) the Offer is
terminated as a result of the Offer Conditions set out in Section
5.5.1 (Offer Conditions) of the Offer Memorandum not having been
satisfied or waived, all in accordance with Section 5.5.2 (Waiver)
and Section 5.5.4 (Satisfaction) of the Offer Memorandum, Section
16 of the Decree and the provisions of the Merger Protocol. In the
event that the Offer is not declared unconditional, the Offeror
will explain such decision.
In the event that the Offeror announces that the Offer is
declared unconditional (gestand wordt gedaan), the Offeror will
accept all tendered Shares and may announce a post-acceptance
period (na-aanmeldingstermijn) as set out in Section 4.8
(Post-Acceptance Period) of the Offer Memorandum (the
“Post-Acceptance Period”).
Extension of the Offer PeriodIf one or more of
the Offer conditions set out in Section 5.5 (Offer Conditions,
waiver and satisfaction) of the Offer Memorandum is not satisfied
by the initial Closing Date or waived in accordance with Section
5.5.2 (Waiver) of the Offer Memorandum, the Offeror may, in
accordance with Section 15, paragraph 1 and paragraph 2 of the
Decree, extend the Offer Period once for a minimum period of two
weeks and a maximum period of ten weeks in order to have such Offer
Conditions satisfied or waived.
If the Offer Period is extended, so that the obligation pursuant
to Section 16 of the Decree to announce whether the Offer is
declared unconditional is postponed, a public announcement to that
effect will be made ultimately on the third Business Day following
the initial Closing Date in accordance with the provisions of
Section 15, paragraph 1 and paragraph 2 of the Decree. If the
Offeror extends the Offer Period, the Offer will expire on the
latest time and date to which the Offeror extends the Offer
Period.
During an extension of the Offer Period, any Shares previously
tendered and not withdrawn will remain subject to the Offer,
subject to the right of each Shareholder to withdraw the Shares he
or she has already tendered in accordance with Section 4.3.5
(Withdrawal Rights) of the Offer Memorandum.
SettlementIn the event that the Offeror
announces that the Offer is declared unconditional (gestand wordt
gedaan), Shareholders who have validly tendered (or defectively
tendered provided that such defect has been waived by the Offeror)
and transferred (geleverd) their Shares for acceptance pursuant to
the Offer on or prior to the Closing Date will receive within three
(3) Business Days following the Unconditional Date the Offer Price
in respect of each tendered Share, as of which moment dissolution
or annulment of a Shareholder’s tender or transfer (levering) shall
not be permitted. Settlement will only take place if the Offer is
declared unconditional (gestand wordt gedaan).
Post-Closing Acceptance PeriodIn the event that
the Offeror announces that the Offer is declared unconditional
(gestand wordt gedaan), the Offeror may, in accordance with Section
17 of the Decree, within three (3) Business Days after declaring
the Offer unconditional, publicly announce a Post-Acceptance Period
of no more than two weeks to enable Shareholders who did not tender
their Shares during the Offer Period to tender their Shares under
the same terms and conditions as the Offer (including the terms and
conditions set out in Section 4.3 (Acceptance by Shareholders) of
the Offer Memorandum).
The Offeror will publicly announce the results of the
Post-Acceptance Period and the total amount and total percentage of
Shares held by it in accordance with Section 17, paragraph 4 of the
Decree ultimately on the third Business Day following the last day
of the post-acceptance period. The Offeror shall continue to accept
for payment all Shares validly tendered (or defectively tendered,
provided that such defect has been waived by the Offeror) during
such Post-Acceptance Period and shall pay for such Shares as soon
as reasonably possible and in any case no later than on the third
Business Day following the last day of the Post-Acceptance
Period.
During the Post-Acceptance Period, Shareholders have no right to
withdraw Shares from the Offer, whether validly tendered (or
defectively tendered, provided that such defect has been waived by
the Offeror) during the Offer Period or during the Post-Acceptance
Period.
Buy-Out and Asset Sale and LiquidationAs
further described in the Offer Memorandum, the Offeror and DPA have
agreed in principle to certain arrangements to facilitate the
Offeror acquiring 100% of the Shares and/or full ownership of DPA
as soon as practically possible after completion of the Offer and
upon the fulfilment of certain conditions. Two of these
arrangements are the Buy-Out and the Asset Sale and
Liquidation.
In the event that following the Settlement Date or the
settlement of the Shares tendered during the Post-Acceptance
Period, the Offeror has acquired (i) 95% or more of DPA’s issued
and outstanding ordinary share capital and at least 95% of the
voting rights in respect of DPA’s issued and outstanding ordinary
share capital or (ii) at least 95% of DPA’s aggregate issued and
outstanding ordinary share capital, the Offeror, as soon as
possible, will initiate a buy-out procedure (the
“Buy-Out”) in order to acquire the remaining
Shares not tendered and not held by the Offeror or DPA.
No Dutch dividend withholding tax (dividendbelasting) is due
upon a disposal of the Shares under the Buy-Out. The Dutch income
tax and US federal income tax consequences of the Buy-Out are the
same as the Dutch income tax and US federal income tax
consequences, respectively, of the Offer. For more information
reference is made to Section 9 (Tax aspects of the Offer and
possible Post-Closing Measures) of the Offer Memorandum.
If the Offeror has declared the Offer unconditional (gestand
gedaan) and (i) the number of Shares having been tendered for
acceptance during the Offer Period and the Post-Acceptance Period
together with (x) any Shares directly or indirectly held by the
offerors (bieders), (y) any Shares committed to the offerors
(bieders) in writing and (z) any Shares to which the offerors
(bieders) are entitled (gekocht maar nog niet geleverd), represent
at least 80% of DPA’s issued and outstanding ordinary share capital
(geplaatst en uitstaand gewoon kapitaal) as at the Closing Date and
(ii) the Asset Sale and Liquidation Resolutions have been adopted,
the Offeror may choose to implement the Asset Sale, which is
described in more detail in Section 5.11.3 (Asset Sale and
Liquidation) of the Offer Memorandum.
The Boards unanimously recommend that the Shareholders vote in
favour of the Asset Sale and Liquidation Resolutions at the General
Meeting. The substantiation of the recommendation of the Boards is
explained in detail in Section 9 (Recommendation) of the Position
Statement.
Liquidity and delistingThe purchase of Shares
by the Offeror pursuant to the Offer will reduce the number of
Shareholders, as well as the number of Shares that might otherwise
be traded publicly. As a result, the liquidity and market value of
the Shares that were not tendered under the Offer, or were tendered
and validly withdrawn, may be adversely affected. The Offeror does
not intend to compensate for such adverse effect by, for example,
setting up a liquidity mechanism for the Shares that are not
tendered following the Settlement Date and the Post-Closing
Acceptance Period.
Should the Offer be declared unconditional, the Offeror and DPA
intend to procure the delisting of the Shares on Euronext Amsterdam
as soon as possible under the applicable rules. This may further
adversely affect the liquidity and market value of any Shares not
tendered.
If the Offeror acquires 95% or more of the Shares, it will be
able to procure delisting of the Shares from Euronext Amsterdam in
accordance with applicable (policy) rules. However, the listing of
the Shares on Euronext Amsterdam will also terminate after a
successful Asset Sale and Liquidation or any other possible
post-closing measures set out in the Offer Memorandum.
AnnouncementsAny announcement contemplated by
the Offer Memorandum will be issued by press release. Any press
release issued by the Offeror will be made available on the website
www.gembenelux.com. Any press release issued by DPA will be made
available on the website www.dpa.nl.
Financial results for the financial year
2020DPA published its financial results and financial
statements (including the independent auditor’s report thereon) for
the financial year 2020 on 25 March 2021. DPA held an annual
general meeting on 18 May 2021 during which Shareholders adopted
these financial statements. These financial results and financial
statements have been published in a press release and made
available on the website of DPA (www.dpa.nl).
Offer Memorandum, Position Statement and further
informationThe Offeror is making the Offer on the terms
and subject to the conditions and restrictions contained in the
Offer Memorandum which is available as of today. In addition, as of
today, DPA has made available the Position Statement, containing
the information required by Section 18, paragraph 2 and Annex G of
the 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 advisers regarding the tax consequences of tendering their
Shares under the Offer.
Digital copies of the Offer Memorandum and Position Statement
are available on the website of DPA (www.dpa.nl) and of the Offer
Memorandum on the website of the Offeror (www.gembenelux.com). Such
websites do not constitute a part of, and are not included or
referred to in, the Offer Memorandum.
Advisers In connection with the transaction,
Axeco Corporate Finance B.V. is acting as DPA’s financial adviser
and Allen & Overy LLP is acting as DPA’s legal counsel. On
behalf of DPA, Coöperatieve Rabobank U.A. has provided a fairness
opinion. On behalf of the Offeror, Van Lanschot Kempen Wealth
Management N.V. is acting as sole financial adviser and Linklaters
LLP and Simmons & Simmons LLP are acting as legal counsel. CFF
Communications B.V. is acting as communications adviser for DPA and
the Offeror.
Notice to US holders of DPA SharesThe Offer is
being made for the securities of DPA, a public limited liability
company (naamloze vennootschap) incorporated under the laws of the
Netherlands, and is subject to Dutch disclosure and procedural
requirements, which differ from those of the United States. The
financial information of DPA included or referred to herein has
been prepared in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board,
as adopted by the European Commission and Part 9 of Book 2 of the
Dutch Civil Code for use in the European Union and, accordingly,
may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.
The Offer is being made in reliance on the exemption from certain
requirements of Regulation 14E of the US Securities Exchange Act of
1934, as amended (the “Exchange Act”), provided by
Rule 14d-1(c) thereunder, and otherwise in accordance with the
applicable regulatory requirements in the Netherlands. Accordingly,
the Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law. Neither the US Securities and Exchange
Commission nor any US state securities commission or other
regulatory authority has approved or disapproved the Offer, passed
upon the fairness or merits of the Offer or provided an opinion as
to the accuracy or completeness of the Offer Memorandum or any
other documents regarding the Offer. Any representation to the
contrary constitutes a criminal offence in the United States.
The receipt of cash pursuant to the Offer by a US holder of
Shares may be a taxable transaction for US federal income tax
purposes and may be a taxable transaction under applicable state
and local laws, as well as foreign and other tax laws. Each holder
of Shares is urged to consult his or her independent professional
adviser immediately regarding the tax consequences of acceptance of
the Offer.
It may be difficult for US holders of Shares to enforce their
rights and any claim arising out of the US federal securities laws,
since the offerors (bieders) and DPA are located in a country other
than the United States, and some or all of their officers and
directors may be residents of a country other than the United
States and their respective assets are located primarily outside
the United States. US holders of Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, although US holders
of Shares do not waive their rights under US federal laws by
accepting the Offer, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court’s judgment.
As used herein, the “United States” or the “US” means the United
States of America, its territories and possessions, any state of
the United States of America, and the District of Columbia
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant Dutch rules, which
differ from US payment and settlement procedures, particularly with
regard to the date of payment of consideration. To the extent
permissible under applicable law or regulation, including Rule
14e-5 of the US Exchange Act, and in accordance with standard Dutch
practice, the offerors (bieders) and their Affiliates or brokers
(acting as agents for the offerors (bieders) or their Affiliates,
as applicable) may before or during the period in which the Offer
remains open for acceptance, directly or indirectly, purchase, or
arrange to purchase Shares outside of the United States, from time
to time, other than pursuant to the Offer. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. In addition, the financial
advisers to the Offeror may engage in ordinary course trading
activities in securities of DPA, which may include purchases or
arrangements to purchase such securities. To the extent required in
the Netherlands, any information about the aforementioned purchases
will be announced by a press release in accordance with Section 13
of the Decree and made available on the website of the Offeror at
www.gembenelux.com.
The release, publication or distribution of the Offer Memorandum
and any other applicable Offer-related documentation in
jurisdictions other than the Netherlands or the United States may
be affected by the laws or regulations of relevant jurisdictions.
Therefore, any persons who are subject to the laws and regulations
of any jurisdiction other than the Netherlands or the United States
should inform themselves of and observe any applicable
requirements.
For more information:CFF CommunicationsUneke
Dekkers+31 (0)6 50 26 16 26
About DPADPA is a specialist in secondment
solutions holding a top-3 position in its chosen niche markets in
the Netherlands. These services are a value add solution for any
organization looking for professionals with specialized knowledge
and skills at short notice. Our employees use this experience to
help fast-track their careers and development and to grow in their
respective fields. DPA offers its employees the opportunity to be
passionate about their work and to continuously work on their
professional and personal development.
At DPA, we supply only the very best professionals, both to
resolve complex issues and complete temporary assignments. We have
segmented our services into 12 areas of expertise: supply chain
& logistics, banking & insurance, legal, tax, privacy &
information security, social domain, IT, engineering, finance &
control, facility, procurement, compliance & risk.
Fast and secure: based on our knowledge of clients and our
experience, we make a careful selection from our pool of more than
1,000 DPA professionals and our network of independent specialists.
We then assign our professionals to take on challenging projects
with high-profile clients.
Since we ensure that our highly qualified professionals develop
their knowledge and skills on an ongoing basis, our clients value
us as a proactive knowledge partner that always provides them with
the specialist expertise they need with effective solutions to
future challenges. Further information is available at
www.dpa.nl
About Gilde Equity ManagementGilde is one of
the most prominent independent private equity firms in the Benelux
with c. EUR 1.5 billion under management, entrusted by blue chip
institutional investors through funds with a long-term investment
horizon. Gilde participates in companies run by entrepreneurial
management teams with strong growth ambitions. Over the years,
Gilde has invested in a large number of companies with activities
in a wide range of sectors, including in particular the consulting
and staffing industry (examples being Actief Interim, Conclusion,
Eiffel, EV-Box, Famed, Future Groep and Nspyre). Gilde actively
supports its portfolio companies in the pursuit of its ambitious
growth plans, including organic and buy-and-build opportunities.
Further information is available at www.gembenelux.com.
About TBLTBL is a privately owned investment
company focused on investing in small and medium sized companies.
TBL’s investment strategy is aimed on creating long-term value by
participating in companies with a strong growth potential.
About STAKSTAK is a foundation (stichting) or
other entity to be incorporated for the purpose of the envisaged
participation of certain DPA management members in the Offeror.
RestrictionsThis is a joint public announcement
by DPA and the Offeror pursuant to Section 10 Paragraph 3 and
Section 18 Paragraph 3 of the Decree and contains inside
information as meant in the European Market Abuse Regulation
(596/2014).
The information in the press release is not intended to be
complete. This announcement is for information purposes only and
does not constitute an offer, or any solicitation of any offer, to
buy or subscribe for any securities.
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 offerors (bieders) and DPA 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 offerors (bieders) nor DPA, nor any
of their advisers, assumes any responsibility for any violation of
any of these restrictions. Any DPA shareholder who is in any doubt
as to his or her position should consult an appropriate
professional adviser without delay. This announcement is not to be
published or distributed in or to the United States, Canada or
Japan.
Certain statements in this press release may be considered
“forward-looking statements,” such as statements relating to the
targeted timeline for the Offer. 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, Gilde and TBL 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 successfully operate
DPA without disruption to its other business activities, the
Offeror’s ability to achieve the anticipated results from the
acquisition of DPA, the effects of competition, economic conditions
in the global markets in which DPA operate, and other factors that
can be found in DPA’s, the Offeror's, TBL’s and/or Gilde’s press
releases and public filings. Neither the Offeror nor Gilde, nor TBL
nor any of their advisers, 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, TBL and
Gilde 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 statement is
based.___________________________1 Terms not
defined in this press release will have the meaning as set forth in
the Offer Memorandum.2 After this initial letter
of interest of 9 December 2020, Gilde incorporated the Offeror to
pursue the Offer.