This is a joint public announcement of SHV Alkmaar B.V. and ERIKS N.V. as referred to in Article 16, paragraph 1 and Article 17, paragraph 1 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the "Takeover Decree"). 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. This announcement does not constitute an extension into the United States of America, Canada, Japan or Australia of the proposed offer mentioned in the Offer Memorandum.
Utrecht and Alkmaar, 6 August 2009
Reference is made to the press releases of 7 May 2009, 20 May 2009, 16 June 2009, 24 June 2009 and 3 August 2009 issued by SHV Alkmaar B.V. (the "Offeror"), an indirect wholly owned subsidiary of SHV Holdings N.V. ("SHV"), and ERIKS N.V. ("ERIKS") in respect of the recommended public offer in cash for all issued and outstanding ordinary shares with a nominal value of EUR 0.50 each in the capital of ERIKS (the "Shares") by the Offeror at an offer price of EUR 48.00 per Share (excluding dividend over the financial year 2008) (the "Offer").
Terms not defined herein shall have the meaning as set forth in the offer memorandum of the Offeror dated 24 June 2009 (the "Offer Memorandum").
The Offeror hereby announces that it declares the Offer unconditional (gestanddoening). Settlement of the Offer will take place on 12 August 2009.
The Offeror will provide a post-acceptance period (na-aanmeldingstermijn) to allow Shareholders who have not yet tendered their Shares under the Offer to tender their Shares. Further details on the post-acceptance period are set out below.
Acceptances
8,385,181 Shares have been tendered under the Offer during the acceptance period that ended at 17:30 hours CET on Wednesday 5 August 2009 (the "Acceptance Closing Date"). The Shares tendered for acceptance under the Offer represent 76.16% of the issued and outstanding ordinary share capital of ERIKS and have an aggregate value of EUR 402,488,688.
The Shares tendered under the Offer, together with the 2,337,144 Shares held by the Offeror at the Acceptance Closing Date (21.23%) amount to a total of 10,722,325 Shares, which represent 97.38% of the issued and outstanding ordinary share capital of ERIKS.
Settlement
Payment of the Offer price of EUR 48.00 for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) on the terms and subject to the conditions and restrictions of the Offer as described in the Offer Memorandum will take place on 12 August 2009.
Post-acceptance period
With reference to Article 17, paragraph 1 of the Takeover Decree, the Offeror grants the Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares in a post-acceptance period (na-aanmeldingstermijn) commencing on 09:00 hours CET at 7 August 2009 and expiring at 17:30 hours CET on 20 August 2009 (the "Post-Acceptance Period"). Shareholders can tender their Shares in the same manner and under the same conditions and restrictions as set out in the Offer Memorandum and the press release of 24 June 2009.
Shares tendered under the Post-Acceptance Period will immediately be accepted. Shareholders who tender their Shares during the Post-Acceptance Period shall not have the right to withdraw such tendered Shares. The Offeror shall arrange for a payment for the Shares that are validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) in the Post-Acceptance Period as soon as possible and shall use reasonable endeavours to arrange that, in respect of each Share that is so tendered and delivered to ING Bank N.V. as Exchange Agent before 17:30 hours CET, on a particular day that Euronext Amsterdam is open for trading during the Post-Acceptance Period, the payment of the offer price of EUR 48.00 per Share shall be made in any event within five (5) working days following the end of the Post-Acceptance Period.
Delisting of Shares
The Offeror intends to terminate the listing of the Shares on Euronext Amsterdam as soon as practicable. This would adversely affect the liquidity and market value of any Shares not tendered.
In addition, the Offeror may initiate any of the procedures as set out in Section 5.8.2 (Post Offer restructuring of ERIKS) of the Offer Memorandum. Shareholders who do not wish to tender their Shares in the Post-Acceptance Period are advised to review Section 5.8 (Consequences of the Offer) of the Offer Memorandum thoroughly and completely and to seek independent advice where appropriate in order to reach a balanced judgement with respect to the Offer.
Availability of copy documentation
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 advices to review the Offer Memorandum in detail and to seek independent advice where appropriate in order to reach a reasoned judgement 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 as mentioned below.
For further information:
| 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
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 SHVâ„¢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.
This press release is also published in Dutch.