Status update on the intended Offer by River Acquisition B.V for all Shares in Royal Reesink N.V.
This is a joint press release by Royal Reesink N.V. ("Royal Reesink") 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. The Depositary Receipts are expected to be admitted to trading on the regulated market of Euronext Amsterdam on 9 March 2016. 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) (the "Takeover Decree"), be deemed to be the announcement which will at such time be required to be made pursuant to the provisions of article 7 paragraph 1 sub a of the Takeover Decree 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.
Apeldoorn/Utrecht, 7 March 2016 – On 8 February 2016, Royal Reesink N.V. and River Acquisition B.V., a company controlled by a consortium of investors led by Gilde Buy Out Partners and also including current holders of Shares, Todlin N.V. and Navitas B.V., jointly announced their conditional agreement on an intended recommended public offer for all Shares, subject to customary conditions, with an offer price of € 101 (cum dividend) in cash per Share.
The Offeror and Royal Reesink confirm that they are making timely progress on the preparations for the Offer. The Offeror expects to submit a request for review and approval of the Offer Memorandum with the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) shortly after the intended listing of the Depositary Receipts on Euronext Amsterdam. As previously announced, the Offer Memorandum is currently expected to be published, and the Offer is expected to commence, in April 2016. At such time, the Offeror will publicly announce the availability of the Offer Memorandum and the commencement of the offer period.
For further information please contact:
Mr. G. Van der Scheer, CEO Royal Reesink N.V.
Tel.: +31 (0)575 599 301
About Royal Reesink
Royal Reesink focuses on two segments: Reesink Equipment and Reesink Industries.
In Reesink Equipment, our businesses are involved in the distribution of leading brands and/or the delivery of strong concepts for agriculture and horticulture, landscape maintenance, material handling and civil engineering. The products are supplied either directly or through dealers to farmers, contractors, green area companies, golf courses, municipalities, government bodies, water boards, foresters and logistics customers operating in the food & agri, non-food, industrial, transshipment (harbours) and civil engineering sectors.
In Reesink Industries, our businesses are involved as a distributor of steel, personal protection items and hydraulic components and systems. In this segment, we mainly supply steel manufacturers, building sites, installation production companies, technical wholesalers, the offshore and shipping industry, machinery manufacturers and the agricultural industry. For more information, please visit: www.reesink.com.
With offices in the Benelux and DACH regions, Gilde Buy Out Partners is a leading European private equity investor in mid-market transactions. Founded in 1982, Gilde has been supporting management teams in over 100 buy out transactions. Gilde manages funds in excess of €3 billion and has a controlling interest in companies such as Royal ten Cate, Enkco, Roompot, Comcave, Riri, Teleplan, Powerlines and HG. For more information, please visit: www.gilde.com.
Todlin is an investment fund managed by Teslin Capital Management. Todlin invests in promising listed small-caps. Based on fundamental analysis Todlin selects companies with a strong market position, healthy and growing cash flows and a proper corporate governance structure. Todlin focuses on responsible value creation in the long term and acts as an active and involved shareholder. For more information, please visit: www.teslin.nl.
About Navitas Capital
Navitas Capital is a privately owned investment company focused on investing in strong, medium-sized companies with growth prospects. The approach can be described as proactive and entrepreneurial, with an emphasis on creating long-term value. Navitas Capital has long term participating interests in Dutch listed and private companies with clear growth potential. For more information, please visit: www.navitascapital.nl.
This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any shares or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the shares of Royal Reesink in any jurisdiction. 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 Offeror and Royal Reesink 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 Royal Reesink, nor any of their advisors assumes any responsibility for any violation by any person of any of these restrictions. Any holder of Shares who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be released, published or distributed in or into, Canada, Japan and the United States.
This press release may include "forward-looking statements", including statements regarding the transaction and anticipated consequences and benefits of the transaction, the targeted close date for the transaction, the intended financing, as well as language indicating trends, such as "anticipated" and "expected." These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the receipt and timing of approvals from regulatory authorities. These forward-looking statements speak only as of the date of this press release. The Offeror, each member of the Consortium and Royal Reesink expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement 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. Although the Offeror and Royal Reesink 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 assumptions will prove to be correct. Neither the Offeror, any member of the Consortium, nor Royal Reesink, nor any of their advisors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.