This is a joint press release by Go Acquisition BV and Gamma Holding NV pursuant to the provisions of Section 4 paragraph 3, 5 paragraph 3, 7 paragraph 1 and 7 paragraph 4 of the Dutch Decree on Public Takeover Bids (“Bob”) in conjunction with Section 5:70 paragraph 1 of the Act on Financial Supervision (“Wft”). This is an announcement of a mandatory public offer pursuant to Section 5:70 paragraph 1 Wft. The announcement of a mandatory public offer commences the period of 4 weeks stated in Section 5:80 paragraph 1 Wft. Go Acquisition BV will make the public offer in accordance with Section 5:71 paragraph 1 h Wft.
Public offer of EUR 29.00 per ordinary share on Gamma Holding NV Supervisory and Management Boards of Gamma unanimously recommend offer Combined shareholding of Gilde and Parcom 74.3%
Gilde Buy Out Partners (“Gilde”) and Parcom Capital Management (“Parcom”) have reached an agreement that enables Gilde and Parcom to combine their shareholdings in Gamma Holding NV (“Gamma”). Gilde has also reached an agreement with several shareholders including Kempen Oranje Participaties N.V. (“Kempen”) to acquire their Gamma ordinary shares at a price of EUR 29.00 per ordinary share. Following this transaction, Gilde owns 48.1% of the ordinary shares of Gamma. The combined shareholding of Gilde and Parcom is approximately 74.3% of the ordinary shares of Gamma.
· Go Acquisition BV (“Go Acquisition”), a special purpose vehicle incorporated by Gilde in which the shareholdings in Gamma of Gilde and Parcom will be transferred, will make a public offer for all outstanding shares of Gamma, not currently owned by Gilde or Parcom. The offer price per ordinary share in the public offer is EUR 29.00.
· The offer price implies a premium of 137% over the closing price of Gamma’s ordinary shares on 17 June 2010, the day before Gilde acquired its first shareholding of approximately 19% in Gamma, a premium of 18% over the closing price of Gamma’s ordinary shares on 25 November 2010, the day Gamma announced an amendment in its credit facilities and a premium of 77% compared to the average Gamma ordinary share price over the last 12 months preceding 3 December 2010.
· The Management Board and Supervisory Board of Gamma support the offer and unanimously recommend the offer to shareholders of Gamma, a fairness opinion rendered to the Supervisory Board supports this recommendation from a financial point of view.
· Gilde and Parcom support, as loyal and financially strong shareholders, Gamma’s strategy which is focused on long term “growth through focus” and seek to terminate the listing of Gamma on the NYSE Euronext Amsterdam.
Utrecht and Helmond, 6 December 2010
Gilde and Parcom have agreed to transfer their shareholdings in Gamma into Go Acquisition. The objective of the cooperation between Gilde and Parcom is to acquire and excercise a predominant control in Gamma. As a result, Go Acquisition will make a public offer for all outstanding shares of Gamma, not currently owned by Gilde or Parcom. Go Acquisition will make the offer as soon as the offer memorandum has been approved by the AFM.
Gilde has also reached an agreement with several shareholders, including Kempen Oranje Participaties N.V. (“Kempen”), to acquire their ordinary shares in Gamma at a price of EUR 29.00 per ordinary share. This is the highest price paid by Gilde in the last 12 months for any ordinary share in Gamma. Parcom did not acquire shares in Gamma in this period.
The offer price implies a premium of 77% compared to the average Gamma ordinary share price over the last 12 months preceding 3 December 2010, 18% over the closing price of Gamma’s ordinary shares on 25 November 2010, the day Gamma announced an amendment in its credit facilities and 137% over the closing price of Gamma’s ordinary shares on 17 June 2010, the day before Gilde acquired a shareholding of approximately 19% in Gamma.
In June of this year, Gilde acquired a shareholding of approximately 19% in Gamma. In subsequent months, Gilde increased its shareholding to approximately 25%. Parcom has been a shareholder in Gamma since 2000. On 5 December 2010 Gilde and Parcom formally decided to join forces in order to create immediate value for the existing Gamma shareholders, whilst supporting Gamma’s management and its employees with the execution of their strategy ”growth through focus”.
As shareholders Gilde and Parcom aim to support management as a sparring partner to unlock Gamma’s commercial and financial opportunities. The concentrated shareholder base will allow the company to focus more on long term value creation, supported by a loyal and financially strong shareholder. The execution of Gamma’s strategy, in which focus on the growth of the core divisions is important, remains key.
The Management Board and the Supervisory Board of Gamma unanimously recommend the offer and welcome this cooperation. Gamma and Go Acquisition have agreed that Go Acquisition will have an appropriate representation in the Supervisory Board of Gamma in accordance with the nature and extent of Go Acquisition’s shareholding in Gamma. The parties envisage that a majority of the members of the Supervisory Board after the offer will consist of independent members.
“Gamma has gone through a difficult period, but managed to recover in the course of 2010. We have confidence in the strategy of Gamma and look forward to support management and employees of Gamma in the implementation thereof. This offer and the concentrated shareholder base it creates provides Gamma with the room to manoeuvre in order to optimally develop itself “, says Hein Ploegmakers, Partner of Gilde Buy Out Partners.
“Parcom is a long-term cornerstone investor in Gamma and underscores that this envisaged transaction will enable the company to focus even more on its businesses strategies ”, says Anouar Noudari , Partner of Parcom.
“During the recent period we have strengthened both our commercial and financial position. This has resulted in an improved balance sheet and stronger focus. With a concentrated shareholder base we will have more possibilities to grow the business further”, says Jan Albers, CEO of Gamma Holding.
Offer price per ordinary participating preference share
There will also be an offer on all outstanding Gamma ordinary participating preference shares. The offer price per ordinary preference share will be EUR 3.50.
No conditions to the offer
There are no conditions attached to the offer. The offer will be made as soon as the offer memorandum has been approved by the AFM. The exercise of control of Gamma by Gilde and Parcom will be presented to thecompetition authorities.
Financing of the offer
With reference to article 7 paragraph 4 of the Bob, Go Acquisition hereby declares it can finance the acquisition of the shares encompassed under the offer by means of equity which is committed by funds managed or advised by Gilde and funds managed by Parcom as well as through debt (together “Committed Financing”). Go Acquisition possesses documentation with regards to the Committed Financing which shows that Go Acquisition is able to fulfil its commitment to pay in cash for the tendered ordinary shares and ordinary participating preference shares at settlement of the offer. The financing is not subject to any conditions other than a limited number of conditions that have been included in the debt financing documentation. These conditions are in line with market practice. Go Acquisition has no reason to assume these conditions will not be fulfilled at the time of delivery of the tendered shares under the offer. The ordinary shares that are currently held by Parcom will be transferred to Go Acquisition after the completion of approval procedures with the competition authorities.
Envisaged time schedule
Go Acquisition expects to file the offer memorandum for approval with the AFM within the next weeks. Shortly thereafter, Go Acquisition expects to make the approved offer memorandum publicly available. The expected duration of the offer period and the expected settlement date for shares that have been tendered under the offer will be announced by Go Acquisition by means of a press release at a later date.
Go Acquistion and Gamma seek to terminate Gamma’s public listing (for both the ordinary shares as well as the ordinary preference shares), and will in any case request a delisting from NYSE Euronext Amsterdam if 95% or more of Gamma’s shares have been acquired by Go Acquistion. Depending on the number of shares that Go Acquisition will acquire, additional actions could be pursued, amongst others the start of a legal squeeze-out procedure.
The central works council of Gamma and relevant unions will be consulted in view of the offer. The AFM, NYSE Euronext Amsterdam and the SER are or will be informed regarding the offer.
No consequences for the employees of Gamma Holding and its subsidiaries, their employment conditions or their employment location are expected as a result of this offer.
ING Corporate Finance and Rabobank International M&A are financial advisors to Go Acquisition and Clifford Chance acts as its legal advisor. Allen & Overy is the legal advisor to Parcom. Gamma is advised by Lazard as financial advisor and by Stibbe as legal advisor. ABN AMRO is financial advisor to the Supervisory Board of Gamma and has provided a fairness opinion.
About Gilde Buy Out Partners
Gilde Buy Out Partners is the largest independent Dutch private equity company and one of Europe’s leading private equity investors and since its inception in 1982 Gilde Buy Out Partners has been involved in more than 250 transactions. Gilde Buy Out Partners operates
Gamma Holding is active in 34 countries with some 4,500 employees and consists of four business units: Ammeraal Beltech, Clear Edge Filtration, Dimension-Polyant and Bekaert Textiles. These units develop, manufacture and sell innovative, high-quality products throughout the world, varying from process and conveyor belts and filtration products to sailcloth and mattress ticking. With these activities, the business units of Gamma Holding hold prominent market positions worldwide. The Company’s headquarters are located in Helmond (Netherlands) and its shares are listed on NYSE Euronext Amsterdam