Persbericht Hagemeyer - bod Rexel succesvol
7 maart 2008, 8:13 uur | FD.nl/Betten
Amsterdam (BETTEN FINANCIAL NEWS) - Hier volgt de tekst van een persbericht van Hagemeyer.
REXEL’S OFFER FOR HAGEMEYER SUCCESSFUL
--------------------------------------------------------------------------------------------------------------------------------
• 95.71% of Hagemeyer's outstanding Shares and 97.13% of Hagemeyer's outstanding Bonds
have been tendered under the Offer
• Recommended public offer for all Shares and Bonds in Hagemeyer declared unconditional
by Kelium, an indirect subsidiary of Rexel
• Post Closing Acceptance Period from 10 to 25 March 2008 to tender remaining Shares and
Bonds
• Kelium and Hagemeyer have applied for delisting of the Shares and the Bonds
• Kelium proposes new composition of Hagemeyer Boards
• Annual General Meeting of Shareholders to be held on 28 March 2008
--------------------------------------------------------------------------------------------------------------------------------
With reference to the press releases dated 25 October 2007, 12 November 2007, 23 November 2007, 18
December 2007, 21 December 2007, 20 February 2008 and 22 February 2008, Kelium S.A.S. (the
Offeror), an indirect subsidiary of Rexel S.A. (Rexel), and Hagemeyer N.V. (Hagemeyer) jointly announce
that the Offeror declares the recommended public offer for (i) all the issued and outstanding shares with a
nominal value of euro 1.20 each in the share capital of Hagemeyer (the Shares) and (ii) all issued and
outstanding 3.50 percent subordinated convertible bonds due 2012 (the Bonds) (together referred to as the
Offer) unconditional (gestanddoening).
During the tender period, which ended on 4 March 2008, 554,111,904 Shares have been tendered for
acceptance under the Offer (including the 4,322,402 Shares held in treasury by Hagemeyer). Together with
the 10,774,660 Shares held by the Offeror, these Shares represent 95.71% of the total number of issued
and outstanding Shares. Furthermore, 130,121 Bonds have been tendered for acceptance under the Offer,
which represent (i) 97.13% of the Bonds currently in issue and (ii) 96.39% of principal amount of the Bonds
originally issued.
Jean-Charles Pauze, chairman of Rexel’s Management Board, declared: "The success of our offer for
Hagemeyer underscores the strategic merits of the transaction, which marks a step change in the
distribution of electrical supplies worldwide and reinforces Rexel's leading market positions in Europe. We
are greatly looking forward to moving on to the next stage, working with Hagemeyer's teams and building
on a stronger platform to accelerate profitable growth."
2
Marie-Christine Coisne, chairwoman of Sonepar’s Board of Directors and CEO, stated: "This is a very
important day for Sonepar as it will enable us to achieve the most important transaction in the history of our
young family-owned group. Hagemeyer's operations which we will acquire will significantly boost our
international expansion. We are looking forward to welcoming Hagemeyer's associates in the various
countries that will join the group and are confident in the strong role they will play in establishing Sonepar's
leadership positions further across the world."
Rudi De Becker, chairman of Hagemeyer’s Management Board, said: "We thank our shareholders for the
confidence they have put in the recommended offer for Hagemeyer. The offer has now been declared
unconditional. This transaction will open new attractive development opportunities for Hagemeyer’s
activities and associates as members of leading groups. We look forward to working with Rexel and
Sonepar to ensure a smooth transition and integration."
Settlement
With reference to the offer memorandum dated 21 December 2007 (the Offer Memorandum), holders of
Shares (Shareholders) who accepted the Offer shall receive an amount in cash of euro 4.85 per Share
(the Share Offer Price) and holders of Bonds (Bondholders) who accepted the Offer shall receive an
amount in cash of euro 2,020.83 per Bond (the Bond Offer Price) for each Share and/or Bond validly
tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered
(leveren) under the terms and conditions and subject to the restrictions of the Offer on 14 March 2008 (the
Settlement Date).
Admitted institutions of Euronext Amsterdam (Admitted Institutions) are advised to deliver the Shares and
Bonds tendered as soon as possible to the exchange agent, ABN AMRO Bank N.V. (the Exchange
Agent). In order to receive payment for the tendered Shares and/or Bonds on the Settlement Date,
Admitted Institutions must deliver the tendered Shares and/or Bonds not later than 11:00 hours, Amsterdam
time, on the Settlement Date.
Post Closing Acceptance Period (na-aanmeldingstermijn) from March 10 until March 25
The Offeror grants the Shareholders and Bondholders who have not yet tendered their Shares and/or
Bonds under the Offer the opportunity to tender their Shares and/or Bonds in a post closing acceptance
period commencing on 10 March 2008 at 09:00 hours, Amsterdam time, and expiring on 25 March 2008 at
15:00 hours, Amsterdam time (the Post Closing Acceptance Period).
Shareholders can tender their Shares and Bondholders can tender their Bonds in the same manner and
subject to the same terms, conditions and restrictions as described in the Offer Memorandum (in particular
Section 6.2 with regard to the Shares and Section 7.2 with regard to the Bonds).
During the Post Closing Acceptance Period, neither Shareholders who tendered Shares and/or
Bondholders who tendered Bonds during the tender period, if such Shares and/or Bonds were accepted
pursuant to the Offer, nor Shareholders who tender their Shares or Bondholders who tender their Bonds
during the Post Closing Acceptance Period, will have any right to withdraw such Shares and/or Bonds from
the Offer.
Shareholders and Bondholders who tender and deliver (geleverd) their Shares and/or Bonds during the
Post Closing Acceptance Period will receive the Share Offer Price in respect of each Share and/or the
Bonds Offer Price in respect of each Bond validly tendered (or defectively tendered provided that such
defect has been waived by the Offeror) no later than five (5) business days after expiry of the Post Closing
Acceptance Period.
The Offeror expects to make a public announcement regarding the number of Shares and Bonds held by
the Offeror as of the last day of the Post Closing Acceptance Period no later than on 27 March 2008.
Reference is made to the Offer Memorandum which is available free of charge at the offices of the
Exchange Agent.
3
Delisting of Shares and Bonds
As a result of the acquisition of more than 95% of the Shares and more than 95% of the Bonds, the Offeror
and Hagemeyer have requested delisting of the Shares and the Bonds on Euronext Amsterdam by NYSE
Euronext. In consultation with Euronext Amsterdam N.V., the expected last trading day of the Shares and
the Bonds has been set at 18 April 2008, which means that delisting is expected to occur on 21 April
2008. Reference is also made to Section 5.14.4 of the Offer Memorandum.
Squeeze-out procedure in respect of the Shares
The Offeror, holding more than 95% of the Shares, also intends to initiate a takeover squeeze-out
procedure in accordance with article 2:359c of the Dutch Civil Code, in order to acquire the remaining