Royal Wessanen: Consortium of PAI and Charles Jobson acquires
Wessanen
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 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
acquires Wessanen
Paris, France / Boston Massachusetts,
the U.S. / Amsterdam, the Netherlands – 17 September
2019
With reference to the joint press releases dated
10 April, 8 May, 11 July, 6 September and 10 September 2019 and the
Offer Memorandum, the Consortium and Wessanen jointly announce
that, with the settlement today, the Consortium has concluded the
acquisition of 91.39% of the Shares.
Transaction highlights
- Consortium has acquired 91.39% of the Shares
- Remaining Shares can still be tendered during the Post
Acceptance Period, expiring at 17:40 hours on 25 September
2019
SettlementThe Offeror has
acquired 50,601,266 Shares1, representing approximately 65.60% 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) as well as (i) 185,067
Shares representing approximately 0.24% of the Shares from Wessanen
acting on behalf of the eligible employees in connection with the
settlement of the Long Term Incentive Plan (the “LTIP”) (see below)
and (ii) 19,704,297 Shares representing approximately 25.55% of the
Shares from Charles Jobson in accordance with Section 5.10.1
(Irrevocable Undertaking of the Co-Investor) of the Offer
Memorandum, together representing in aggregate approximately 91.39%
of the total number of Shares.
Given that all unvested Performance Incentive
Shares were issued and have vested upon Settlement, the issued and
the outstanding share capital of Wessanen has been increased with
395,233 Shares2. Consequently, the total issued and outstanding
share capital of Wessanen amounts to 77,130,732 Shares as of today.
Wessanen today, acting on behalf of the eligible employees under
its LTIP, sold 185,067 of the 395,233 newly issued Shares to the
Offeror for an amount per Share equal to the Offer Price. The
remaining 210,166 Shares were tendered under the Offer. Reference
is made to the separate press release issued today by Wessanen
relating to the settlement of the Performance Incentive Shares
under Wessanen’s LTIP.
Post Acceptance PeriodThe
Shareholders who have not tendered their Shares during the Offer
Period will have the opportunity to tender their Shares under the
same terms and conditions as the Offer in a Post Acceptance Period
(na-aanmeldingstermijn) which commenced at 09:00 hours CET on 11
September 2019 and will expire at 17:40 hours on 25 September 2019
(the “Post Acceptance Period”).
During the Post Acceptance Period, Shareholders
have no right to withdraw Shares from the Offer, regardless of
whether validly tendered (or defectively tendered provided that
such defect has been waived by the Offeror) during the Offer Period
or the Post Acceptance Period.
The Offeror will publicly announce the results
of the Post Acceptance Period, including the total amount and total
percentage of Shares held by or committed to it no later than the
third Business Day following the last day of the Post Acceptance
Period, in accordance with Article 17, paragraph 4 of the
Decree.
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 the Post
Acceptance Period and will pay for these Shares within three
Business Days following the last day of the Post Acceptance
Period.
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 6 September and 10 September 2019, the Offeror has received
additional acceptances in the amount of 210,166 Shares which it
accepted as defective tenders.
2 The Offer Memorandum
mentions a total number of outstanding Performance Incentive Shares
of 366,234. Due to certain circumstances such as mandatory
employer’s contributions and certain eligible employees leaving
Wessanen, the total number of issued Shares has, on balance,
increased by 28,999 Shares compared to the total number of
outstanding Performance Incentive Shares at the date of the Offer
Memorandum.
- Consortium of PAI and Charles Jobson acquires Wessanen