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SHV Alkmaar B.V.
The listing of the Shares on Euronext Amsterdam by NYSE Euronext will be terminated in consultation with Euronext Amsterdam N.V. on 28 September 2009. The last trading day of the Shares will be Friday 25 September 2009.
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download the pdf of this press release HERE
download the offer memorandum HERE
This is a joint announcement of SHV Alkmaar B.V. and ERIKS N.V. This is a public announcement as referred to in Article 10, paragraph 3 and Article 18, paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the "Takeover Decree"). This announcement does not constitute a public offer by SHV Alkmaar B.V., an indirectly wholly owned subsidiary of SHV Holdings N.V., for the shares in the capital of ERIKS, which will be made by means of the Offer Memorandum (as defined below). This announcement may not be released, published, distributed or otherwise sent, in whole or in part, in or into the United States of America, Canada, Japan or Australia and does not constitute an extension to the United States of America, Canada, Japan or Australia of the offer mentioned in the Offer Memorandum.
Utrecht and Alkmaar, 24 June 2009
RECOMMENDED CASH OFFER BY SHV ALKMAAR B.V., AN INDIRECTLY WHOLLY OWNED SUBSIDIARY OF SHV HOLDINGS N.V., FOR ALL ISSUED AND OUTSTANDING ORDINARY SHARES WITH A NOMINAL VALUE OF EUR 0.50 EACH IN THE CAPITAL OF ERIKS N.V.
With references to the press releases of 7 May 2009, 20 May 2009 and 16 June 2009 of SHV Holdings N.V. ("SHV") and ERIKS N.V. ("ERIKS"), SHV Alkmaar B.V., an indirectly wholly owned subsidiary of SHV (the "Offeror") and ERIKS hereby jointly announce that the Offeror is making a recommended cash offer for all issued and outstanding ordinary shares with a nominal value of EUR 0.50 each in the capital of ERIKS (the "Shares") at an offer price of EUR 48.00 per Share (excluding dividend over the financial year 2008) (the "Offer Price").
Terms not defined herein shall have the meaning as set forth in the Offer Memorandum (as defined below).
Highlights
The Offer
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the offer memorandum dated 24 June 2009 (the "Offer Memorandum"). The Offer Memorandum has been made available on the websites of SHV and ERIKS as of 24 June 2009. Hardcopies of the Offer Memorandum are also available at the offices of the Offeror and the Exchange Agent. Shareholders should refer to the Offer Memorandum for all terms of and conditions and restrictions to the Offer.
Shareholders who accept the Offer shall receive a cash amount of EUR 48.00 per Share validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and delivered (geleverd), provided that the Offeror has declared the Offer unconditional (gestand heeft gedaan). The Offer Price is excluding dividend over the financial year 2008 but includes any (other) cash or share dividends or other distributions on the Shares that is or may be declared by ERIKS on or prior to the Settlement Date. Consequently, if on or prior to the Settlement Date any such cash or share dividend or other distribution is declared in respect of the Shares, and the record date for such cash or share dividend or other distribution occurs on or prior to the Settlement Date, the Offer Price will be decreased by an amount per Share equal to any such cash or share dividend or other distribution per Share.
Recommendation by the Boards
The supervisory board of ERIKS (the "Supervisory Board") and the executive board of ERIKS (the "Executive Board"), after having received extensive legal and financial advice and having given due and careful consideration to the strategic, financial and social aspects and consequences of the proposed transaction and having considered other alternatives available to ERIKS (including a stand-alone scenario and potential third party transactions), have reached the conclusion that the Offer is in the best interests of ERIKS, the Shareholders and all other stakeholders of ERIKS.
The Supervisory Board and the Executive Board are of the opinion that the Offer Price and the other terms of the Offer are reasonable and fair to the Shareholders. The Supervisory Board and the Executive Board therefore fully support the Offer and unanimously recommend the Offer to the Shareholders for acceptance.
Extraordinary meeting of Shareholders of ERIKS
On 10 July 2009 at 10:00 hours CET, at the ERIKS hall of Theatre De Vest Alkmaar, the Netherlands, the ERIKS EGM will be convened, during which the Offer, among other matters, will be discussed in compliance with the provisions of Article 18, paragraph 1 and paragraph 2 of the Takeover Decree.
A position statement providing further information to the Shareholders as required pursuant to Article 18, paragraph 2 of the Takeover Decree (the "Position Statement") including all Sections thereto is included as Part III of the Offer Memorandum, and this Position Statement with the agenda for the ERIKS EGM (including notes and other related documents) will also be made available by ERIKS as of 24 June 2009 and as further described below.
Works council advice
The group works council of ERIKS has rendered a positive advice with regard to the Offer on 11 June 2009.
Committed Shares
Large Shareholders have entered into an irrevocable undertaking ("Irrevocable Undertaking") in which they irrevocably agree, subject to the terms and conditions of the Irrevocable Undertaking (i) to accept the Offer in respect of their total number of 5,575,028 Shares, which represent approximately 52% of the outstanding Shares, and any shares in the capital of ERIKS over which they obtain disposal power (beschikkingsbevoegdheid) prior to the Acceptance Closing Date, and (ii) to tender such Shares to the Offeror in the Acceptance Period and pursuant to which they irrevocably agree to cooperate with such acceptance. The acceptance of the Offer by the Committed Shareholders as described in the Irrevocable Undertaking will be made on the same terms, conditions and restrictions as described in the Offer Memorandum.
All members of the Executive Board have irrevocably undertaken to tender all Shares held by each of them (including any Shares acquired pursuant to the exercise of the Bonus Investment Share Matching Plan prior to the (initial or extended) Acceptance Closing Date) under the terms and subject to the conditions and restrictions of the Offer as described in the Offer Memorandum.
Acceptance Period
The acceptance period commences on 25 June 2009 at 09:00 hours, CET, and ends, subject to extension in accordance with Article 15, paragraph 1 and paragraph 2 of the Takeover Decree, on 5 August 2009 at 17:30 hours, CET (the "Acceptance Closing Date") (the "Acceptance Period"). Acceptances under the Offer must be made in the manner specified in the Offer Memorandum.
Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during any extension of the Acceptance Period in accordance with the provisions of Article 15, paragraph 3 of the Takeover Decree.
Acceptance by Shareholders through an Admitted Institution
Shareholders who hold their Shares through an Admitted Institution are requested to make their acceptance known via their bank or stockbroker no later than 17:30 hours CET, on the Acceptance Closing Date, unless the Acceptance Period is extended in accordance with Section 4.8 (Extension of the Acceptance Period) and/or Section 4.9 (Post Acceptance Period) of the Offer Memorandum. The bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the bank or stockbroker to communicate its acceptances to the Exchange Agent in a timely manner.
The Admitted Institutions may tender Shares for acceptance only in writing to the Exchange Agent. In tendering the acceptance, the Admitted Institutions are required to declare that (i) they have the tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Shares tendered by it are being tendered in compliance with the restrictions set out in Section 1 (Restrictions and important information) of the Offer Memorandum, and (iii) they undertake to deliver (leveren) these Shares to the Offeror prior to or ultimately on the Settlement Date, provided the Offer is declared unconditional (gestand wordt gedaan). Please refer to Section 4.2.1 (Acceptance by Shareholders through an Admitted Institution) of the Offer Memorandum.
Acceptance by Shareholders individually recorded in ERIKS Shareholders’ register
Shareholders owning Shares individually recorded in the ERIKS Shareholders’ register who choose to accept the Offer in respect of such Shares must deliver a completed and signed acceptance letter to ANT Trust & Corporate Services N.V. ("ANT Trust"). In accordance with the terms and conditions of the Offer, the acceptance letters must be received by ANT Trust no later than 17:30 hours CET, on the Acceptance Closing Date, unless the Acceptance Period is extended in accordance with Section 4.8 (Extension of the Acceptance Period) and/or Section 4.9 (Post Acceptance Period) of the Offer Memorandum. ANT Trust will notify the Shareholders by mail about the details of the acceptance letter. The acceptance letter will also serve as a deed of transfer (akte van levering) with respect to the Shares referenced therein.
Declaring the Offer unconditional (gestanddoening)
The Offer shall be subject to the fulfilment of the conditions precedent to declaring the Offer unconditional (gestanddoening) (the "Offer Conditions"), including, but not limited to, the condition that the number of Shares that is tendered plus the Shares which are held, directly or indirectly, by the Offeror at the Acceptance Closing Date plus the Shares to which the Offeror is entitled (gekocht maar nog niet geleverd), represent at least 80% of the aggregate of the issued and outstanding ordinary share capital of ERIKS (geplaatst en uitstaand kapitaal) on a fully diluted basis as at the Acceptance Closing Date, whether or not extended. The Offeror reserves the right to waive any such Offer Conditions to the extent permitted by law. If the Offeror wishes to (partly) waive or reduce one or more Offer Conditions, the Offeror will inform the Shareholders that it (partly) waives or reduces such Offer Conditions by such means as required by the Merger Rules.
Unless the Acceptance Period is extended, the Offeror will announce, in accordance with Article 16, paragraph 1 of the Takeover Decree, within three (3) Business Days after the Acceptance Closing Date whether or not it declares the Offer unconditional, and if the Offer is declared unconditional (gestand wordt gedaan) such date being the Unconditional Date. Please refer to Section 4.7 (Declaring the Offer unconditional (gestanddoening)) of the Offer Memorandum. In the event that the Offer is not declared unconditional, the Offeror will motivate such decision.
Extension
The Offeror may extend the Offer past the Acceptance Closing Date only once at its discretion (extension for more than one period is subject to clearance of the AFM, which will only be given in exceptional circumstances) if one or more of the Offer Conditions is not fulfilled by the Acceptance Closing Date, in which case all references to the Acceptance Closing Date or "17:30 hours CET, on 5 August 2009" shall, unless the context requires otherwise, be deemed to be moved to the latest date and time to which the Acceptance Period has been so extended.
If the Acceptance Period is extended, a public announcement to that effect shall be made not later than the third Business Day following the initial Acceptance Closing Date, in accordance with the provisions of Article 15, paragraph 1 and paragraph 2 of the Takeover Decree. During such extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer.
Post Acceptance Period
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror may announce, within three (3) Business Days following the Unconditional Date a post Acceptance Period (na-aanmeldingstermijn) for the Offer for a maximum of two (2) weeks. During such post Acceptance Period, Shareholders who have not tendered their Shares under the Offer will be given the opportunity to do so in the same manner and under the same terms and conditions as set out in the Offer Memorandum, all in accordance with Article 17 of the Takeover Decree.
Settlement
In the event the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Shareholders who have tendered their Shares for acceptance pursuant to the Offer prior to or on the Acceptance Closing Date will receive no later than on the fifth Business Day following the Unconditional Date (the "Settlement Date") the Offer Price in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and conditions of the Offer, at which point, dissolution or annulment of a Shareholder’s tender or delivery (levering) shall not be permitted.
Liquidity and delisting
The purchase of the Shares by the Offeror pursuant to the Offer, among other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining Shares not tendered and not held by the Offeror.
Should the Offer be declared unconditional (gestanddoening), it is intended that the listing of the Shares on Euronext Amsterdam will be terminated as soon as legally practicable. This would further adversely affect the liquidity of any Shares not tendered.
Announcements
Announcements contemplated by the Offer Memorandum will be issued by press release and advertisement and will be published in the Daily Official List (Officiële Prijscourant) and one nationally distributed daily newspaper (Het Financieele Dagblad or De Telegraaf). Subject to any applicable requirements of the Merger Rules 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.
Offer Memorandum and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum. The information in this announcement is not complete and additional information is contained in the Offer Memorandum. Shareholders are advised to review the Offer Memorandum in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum.
(Digital) Copies of the Offer Memorandum are available on the websites of SHV (www.shv.nl) and ERIKS (www.eriks.com). SHV’s and ERIKS’ websites do not constitute a part of, and are not incorporated by reference into the Offer Memorandum. Copies of the Offer Memorandum are furthermore available free of charge at the offices of the Offeror and the Exchange Agent at the addresses mentioned below.
| SHV | ERIKS |
| SHV Alkmaar B.V. | ERIKS N.V. |
| Rijnkade 1 |
Arcadialaan 14,Victory Building 32-C |
| 3511 LC Utrecht |
1813 KN Alkmaar |
| The Netherlands | The Netherlands |
| The Exchange Agent | |
| ING Bank N.V. | |
| ING Wholesale Banking Securities Services | |
| Section Paying Agency Services | |
| Van Heenvlietlaan 220 | |
| 1083 CN Amsterdam | |
| The Netherlands | |
| iss.pas@ing.nl | |
| +31 (0) 20 797 9398 | |
ERIKS profile
ERIKS is an international industrial service provider offering a wide range of high-quality mechanical engineering components and associated technical and logistics services. ERIKS is the Dutch holding company of a group of technical distribution companies. ERIKS is listed on the Euronext Amsterdam stock exchange. Sales of EUR 1,131.5 million were achieved in 2008 with an average workforce of 5,138 people. The net result in 2008 was EUR 52.5 million. Reference is made to ERIKS’ website: www.eriks.com.
SHV profile
SHV originated in 1896 in the Netherlands from a merger between a number of large coal trading companies, some of which had been active since the 18th century. SHV is a privately held family company which aims to maintain its strong position in a number of operational activities and selected investment activities. SHV is active in LPG trade and distribution (SHV Gas), cash and carry wholesale (Makro), heavy lifting and transport activities (Mammoet), provision of private equity (NPM Capital), investing in exploration, development and production of oil and gas (Dyas), and renewable energy (The Clean Energy Company). SHV is present in 45 countries on all continents and employs about 38,000 people. SHV’s net earnings in 2008 amounted to EUR 1,382 million (2007: EUR 569 million). Earnings included extraordinary income of EUR 872 million as a result of the divestment of The David J. Joseph Company, active in the USA in metals recycling, and the Makro cash and carry wholesale activities in China, Pakistan and Indonesia. Reference is made to SHV’s website: www.shv.nl.
Restrictions
General Restrictions
The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholders, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither the Offeror, nor SHV, nor ERIKS, nor any of their respective affiliates or any of their respective supervisory or managing directors, employees or advisers accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who would or otherwise intends to forward the Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read Section 1 (Restrictions and important information) of the Offer Memorandum before taking any action. The release, publication or distribution of the Offer Memorandum and any documentation regarding the Offer or the making of the Offer in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession the Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction.
United States of America
The Offer is not being made, directly or indirectly, in or into, or by use of the mailing systems of, or by any means or instrumentality (including, without limitation, electronic mail, post, telephone, facsimile, telex or electronic transmission) of interstate or foreign commerce of, or of any facility of a securities exchange of the United States of America, and the Offer cannot be accepted by any such use, means, instrumentality or facility of or from within the United States of America. Accordingly, the Offer Memorandum and any related documents are not being and must not be mailed or otherwise distributed or sent in or into the United States of America or in their capacities as such custodians, trustees, or nominees holding shares for American persons and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them into such jurisdictions and doing so will render invalid any relevant purported acceptance of the Offer.
The Offer Memorandum has not been submitted to or reviewed by the United States Securities and Exchange Commission ("SEC") or any state securities commission and neither the SEC nor any such state securities commission has approved or disapproved or determined whether the Offer Memorandum is truthful or complete. Any representation to the contrary is a criminal offence in the United States of America.
Australia, Canada or Japan
The Offer is not being made, directly or indirectly, in or into, or by use of the mailing systems of, or by any means or instrumentality (including, without limitation, electronic mail, post, telephone, facsimile, telex or electronic transmission) of interstate or foreign commerce of, or of any facility of a securities exchange of Australia, Canada or Japan, and the Offer cannot be accepted by any such use, means, instrumentality or facility of or from within Australia, Canada or Japan. Accordingly, the Offer Memorandum and any related documents are not being and must not be mailed or otherwise distributed or sent in or into Australia, Canada or Japan and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them into such jurisdictions.
Forward looking statements
This press release includes "forward looking statements" and language indicating trends, such as "anticipated" and "expected". Although SHV believes that the assumptions upon which its financial information and forward looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from SHV’s projections and expectations are disclosed in SHV’s annual report for the year ended 31 December 2008 and in other documents which are available on SHV’s website (www.shv.nl). These factors include, among others, changes in consumer preferences and product trends, price discounting by major competitors, failure to realise anticipated results from synergy initiatives, failure to obtain regulatory consents or other third party approvals, and increases in costs generally. All forward looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. SHV does not undertake to update forward looking statements relating to its businesses, whether as a result of new information, future events or otherwise. SHV does not accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of ERIKS.