Consortium declares Offer for Wessanen unconditional – 91.35% of
Wessanen shares committed
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, Section 16 paragraph 1 and 2, Section 17
paragraph 1 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 declares Offer for Wessanen
unconditional – 91.35% of Wessanen shares committed
Paris, France / Boston Massachusetts,
the U.S. / Amsterdam, the Netherlands – 10 September
2019
With reference to the joint press releases dated
10 April, 8 May, 11 July and 6 September 2019 and the Offer
Memorandum, the Consortium and Wessanen jointly announce that the
Consortium declares the Offer unconditional (doet gestand). All
Offer Conditions have been satisfied or waived.
Transaction highlights
- 91.35% of the Wessanen Shares are committed to the
Consortium
- All Offer Conditions are satisfied or waived, including
unconditional approval of the European Commission
- Settlement of tendered Shares will take place on 17 September
2019
- Remaining Shares can be tendered during the Post Acceptance
Period, commencing at 09:00 hours CET on 11 September 2019 and
expiring at 17:40 hours on 25 September 2019
AcceptanceDuring the Offer
Period that expired on 6 September 2019, 50,391,100 Shares have
been tendered for acceptance pursuant to the Offer, representing
approximately 65.67% of the Shares and an aggregate value of EUR
572,442,896 at an offer price of EUR 11.36 (cum divided) in cash
per Share (the “Offer Price”). Together with 25.68% (being
19,704,297 Shares) of all Shares committed to Bidco by Charles
Jobson in accordance with Section 5.10.1 (Irrevocable Undertaking
of the Co-Investor) of the Offer Memorandum, these Shares represent
in aggregate approximately 91.35% of the total number of
Shares.
SettlementThe Shareholders who
have tendered and delivered their Shares for acceptance pursuant to
the Offer, will receive the Offer Price in respect of each Share
validly tendered (or defectively tendered provided that such defect
has been waived by the Consortium) and transferred for acceptance,
under the terms and conditions set out in the Offer Memorandum and
subject to the restrictions contained therein. Payment of the Offer
Price per tendered Share will occur on 17 September 2019 (the
“Settlement Date”).
Post Acceptance PeriodThe
Offeror hereby announces that 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)
commencing at 09:00 hours CET on 11 September 2019 and expiring 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 on 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.
DelistingIf, following the
Settlement Date and the Post Acceptance Period, the Offeror has
acquired 95% or more of the Shares, it will together with Wessanen
seek to procure delisting of the Shares from Euronext Amsterdam as
soon as possible in accordance with applicable (policy) rules. If
the Offeror has acquired less than 95% of the Shares, the Offeror
may determine to have Wessanen implement the Post-Closing
Restructuring, following which the listing of the Shares on
Euronext Amsterdam will also terminate. 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 procedureIf,
following the Settlement Date and the Post Acceptance Period, the
Offeror has acquired 95% or more of the Shares, the Offeror intends
to initiate, as soon as possible, a Squeeze-Out procedure.
Reference is made to section 5.11.4 (Squeeze-Out) of the Offer
Memorandum.
Post-Closing RestructuringIf,
following the Settlement Date and the Post Acceptance Period, the
Offeror holds less than 95% of the Shares, the Offeror may
determine to have Wessanen implement the Post-Closing Restructuring
as described in further detail in section 5.11.5 (Post-Closing
Restructuring) of the Offer Memorandum.
During the EGM held at 29 August 2019, the
Shareholders have approved the resolution on the Post-Closing
Restructuring in accordance with the proposed agenda item.
Further implications of the Offer being
declared unconditionalRemaining Shareholders who do not
wish to tender their Shares in the Post Acceptance Period should
carefully review the sections of the Offer Memorandum that further
explain the intentions of the Offeror and Wessanen, including
Section 5.11 (Consequences of the Offer). This section describes
certain risks remaining shareholders will be subject to if they
elect not to accept the Offer and certain measures the Offeror may
take to achieve its goal of obtaining 100% of the Shares. These
risks are in addition to the risks associated with holding
securities issued by Wessanen generally, such as the exposure to
risks related to the business of Wessanen and its subsidiaries, the
markets in which the Group operates, as well as economic trends
affecting such markets generally as such business, markets or
trends may change from time to time.
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 and 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 CommunicationsClaire Verhagen |
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T: +31 (0)6 5051 6325 |
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E: claire.verhagen@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.
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