Consortium led by Gilde Buy Out Partners to make a recommended cash offer for all Shares in Royal Reesink
This is a joint press release by Royal Reesink N.V. ("Royal Reesink" or the "Company") and River Acquisition B.V. (the "Offeror") in connection with the intended public offer (the "Offer") for all of the listed issued depositary receipts of ordinary shares in the capital of Royal Reesink (the "Depositary Receipts") and all non-listed issued ordinary shares in the capital of Royal Reesink which are not registered in the name of Stichting Administratiekantoor van Aandelen Reesink (the "Registered Shares" and together with the Depositary Receipts, the "Shares"). Currently the Shares are not admitted to trading on a regulated market, and consequently the rules on public offers by or pursuant to the Dutch Financial Market Supervision Act (Wet op het financieel toezicht) are not applicable to the Offer. Once the Depositary Receipts are admitted to trading on the regulated market of Euronext Amsterdam, this release shall for the purposes of the Dutch Decree on Public Offers (Besluit openbare biedingen Wft), be deemed to be the announcement which will at such time be required to be made pursuant to the provisions of article 4, paragraphs 1 and 3, article 5, paragraph 1 and article 7, paragraph 4 of the Dutch Decree on Public Offers (Besluit openbare biedingen Wft) in respect of the Offer. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Royal Reesink. Any offer will be made only by means of an offer memorandum (the “Offer Memorandum”). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada, Japan and the United States.
Consortium supports the current strategy of Royal Reesink
Transaction highlights:
-Royal Reesink and River Acquisition B.V., a company controlled by a consortium of investors (the "Consortium") led by Gilde Buy Out Partners ("Gilde") and also including Todlin N.V. ("Todlin") and Navitas B.V. ("Navitas Capital"), current holders of Shares in Royal Reesink, have reached conditional agreement on a recommended full public cash offer with an offer price of € 101 (cum dividend) in cash per Share of Royal Reesink, subject to customary conditions (the "Offer Price").
-The Offer Price represents a premium of 29.4% to the closing price of € 78.05 of the Depositary Receipts listed on Alternext Amsterdam on 5 February 2016, a premium of 27.5% to the average closing price for the 3 months prior to and including that date and a premium of 26.5% to the average closing price for the 6 months prior to and including that date.
-The management board (the "Management Board") and the supervisory board (the "Supervisory Board") of Royal Reesink fully support and unanimously recommend the Offer.
-Irrevocable undertakings have been obtained from Royal Reesink’s major shareholders, representing approximately 55.9% of the Company’s issued and outstanding Shares.
-Taking into account all commitments from major shareholders and Shares held by Todlin and Navitas Capital, 73.3% of the issued and outstanding Shares have been committed to the Offer.
-The Offeror has committed financing in place on a "certain funds" basis.
Consortium provides solid and stable shareholder base.