KPN declares the public offers for all ordinary shares and
convertible bonds in Getronics unconditional
This is a joint press release of KPN ICT Services B.V. and Getronics
N.V. which is required pursuant to the provisions of article 9b
paragraph 1 of the Dutch Securities Markets Supervision Decree 1995
(Besluit toezicht effectenverkeer 1995). This press release is not
for release, distribution or publication, in whole or in part, in or
into the United States of America, Canada, Australia, Japan and
Italy. The offers for ordinary shares and convertible bonds of
Getronics N.V. are not made in or into the United States of America,
Canada, Australia, Japan and Italy.
The Hague, Amsterdam, 15 October 2007
Following the press releases of 30 July 2007, 29 August 2007, 11
September 2007 and 8 October 2007, KPN ICT Services B.V. (the
"Offeror"), a directly wholly owned subsidiary of Royal KPN N.V.
("KPN"), and Getronics N.V. ("Getronics") jointly announce that the
Offeror declares the recommended public offers for all the issued and
outstanding ordinary shares ("Shares") in the share capital of
Getronics ("Offer I") and for all outstanding unsubordinated
convertible bonds 2008 (ISIN:NL0000113777, "2008 Bonds"), all senior
unsecured convertible bonds 2010 (ISIN:XS0231573147, "2010 Bonds")
and all senior unsecured convertible bonds 2014 (ISIN:XS0279778558,
"2014 Bonds" together with the 2008 Bonds and the 2010 Bonds,
"Bonds") in the capital of Getronics (respectively "Offer II", "Offer
III", "Offer IV", and together with Offer I "Offers") unconditional
(gestand doet).
During the tender period, which ended at 15:00 hours, Amsterdam time,
on 12 October 2007, 73,069,263 Shares, 10,698 2008 Bonds, 2,973 2010
Bonds and 1,901 2014 Bonds have been tendered for acceptance under
the Offers. The Shares tendered for acceptance under Offer I together
with the 36,650,694 Shares held by KPN represent 89.5% of the total
number of Shares. The 2008 Bonds tendered for acceptance under Offer
II represent 98.8% of the total number of 2008 Bonds. The 2010 Bonds
tendered for acceptance under Offer III represent 99.1% of the total
number of 2010 Bonds. The 2014 Bonds tendered for acceptance under
Offer IV represent 100% of the total number of 2014 Bonds.
Settlement
With reference to the offer memorandum dated 11 September 2007 (the
"Offer Memorandum"), holders of Shares ("Shareholders") who accepted
Offer I shall receive an amount in cash equal to EUR 6.25 per Share,
inclusive of any dividend payable for the financial year 2007 ("Offer
Price I"), 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 Offers as described in the Offer Memorandum on 22
October 2007 (the "Settlement Date"). On the Settlement Date, holders
of Bonds ("Bondholders") who accepted Offer II, Offer III or Offer IV
shall receive an amount in cash equal to EUR 1,040 per 2008 Bond
("Offer Price II"), EUR 50,500 per 2010 Bond ("Offer Price III") and
EUR 52,500 per 2014 Bond ("Offer Price IV") plus accrued interest up
to the Settlement Date, for each Bond validly tendered and delivered
(geleverd) on the terms and subject to the conditions and
restrictions of the Offers as described in the Offer Memorandum.
Admitted institutions of Euronext Amsterdam ("Admitted Institutions")
and admitted institutions of the Luxembourg Stock Exchange ("Direct
Participants") are advised to deliver the Shares and Bonds tendered
(via the relevant clearing system, if relevant) to ING Wholesale
Banking Securities Services, department Paying Agency Services (BV
06.01), Van Heenvlietlaan 220, 1083 CN Amsterdam, the Netherlands
("the Exchange Agent"). In order to receive payment for the tendered
Shares and Bonds on the Settlement Date, Admitted Institutions must
deliver the tendered Shares and Bonds not later than 15:00 hours,
Amsterdam time, on the Settlement Date.
Subsequent Tender Period (na-aanmeldingstermijn)
The Offeror grants the Shareholders and Bondholders who have not yet
tendered their Shares and Bonds under the Offers the opportunity to
tender their Shares and Bonds in a subsequent tender period (the
"Subsequent Tender Period") commencing on 16 October 2007 at 9:00
hours, Amsterdam time, and expiring on 5 November 2007 at 15:00
hours, Amsterdam time (the "Subsequent Tender Closing Date").
Shareholders and Bondholders can tender their Shares and Bonds in the
same manner and on the same terms and subject to the conditions and
restrictions as described in the Offer Memorandum.
During the Subsequent Tender Period, no Shareholder or Bondholder who
tendered Shares or Bonds during the tender period, if such Shares or
Bonds were accepted pursuant to the Offers, and no Shareholder or
Bondholder who tenders Shares or Bonds during the Subsequent Tender
Period has the right to withdraw such tenders of Shares or Bonds
under the Offers.
Shareholders and Bondholders who have tendered and delivered
(geleverd) their Shares and Bonds during the Subsequent Tender Period
will receive Offer Price I, Offer Price II, Offer Price III or Offer
Price IV, respectively, in respect of each Share or Bond validly
tendered (or defectively tendered provided that such defect has been
waived by the Offeror) no later than five (5) business days after the
Subsequent Tender Closing Date. For the avoidance of doubt, the
interest payable in addition to Offer Price II, Offer Price III and
Offer Price IV will be the interest accrued up to the Settlement Date
as defined above.
The Offeror expects to make a public announcement regarding the
number of Shares and Bonds tendered during the Subsequent Tender
Period pursuant to the Offers and the total number of Shares and
Bonds held by the Offeror as per the last day of the Subsequent
Tender Period no later than on 6 November 2007.
Delisting of Shares and Bonds, squeeze-out procedure and other
consequences of the Offers
As soon as legally possible, the Offeror intends to terminate the
listing and trading of the Shares on Euronext Amsterdam N.V.'s
Eurolist by NYSE Euronext ("Euronext Amsterdam") after consultation
with Euronext Amsterdam in accordance with the applicable de-listing
rules (including the Offeror having obtained 95% of the issued and
outstanding shares in the capital of Getronics). Shareholders who
have not tendered their Shares risk holding de-listed and therewith
thinly traded Shares and as such illiquid securities.
The Offeror intends to initiate a squeeze-out procedure as referred
to in article 2:92a of the Dutch Civil Code in order to acquire all
Shares not held by it following the Subsequent Tender Period
(depending on the Offeror obtaining 95% of the issued and outstanding
shares in the capital of Getronics), or to take any other legally
possible steps to terminate the listing and/or acquire Shares that
were not tendered under Offer I, including, but not limited to,
effecting a legal merger and/or entering into an asset sale
transaction or any other legal measure, as set out in the Offer
Memorandum.
The Offeror further intends to terminate the listing of the 2008
Bonds on Euronext Amsterdam and the listing of the 2010 Bonds and the
2014 Bonds on Luxembourg Stock Exchange as soon as legally possible,
and subsequently cancel all Bonds.
Further information
The information in this press release is not complete and for further
information explicit reference is made to the Offer Memorandum. The
Offer Memorandum contains details of the Offers and is published in
the English language with a summary in the Dutch language. The
Shareholders and Bondholders are advised to review the Offer
Memorandum in detail and to seek independent advice where appropriate
in order to reach a reasoned judgement in respect of the content of
the Offer Memorandum and the Offers themselves. Copies of this Offer
Memorandum and related documents are available free of charge at the
headquarters of Getronics:
Getronics N.V.
Rembrandt Tower - Amstelplein 1
1096 HA Amsterdam
The Netherlands
telephone: +31 (0)20 586 1412
fax: +31 (0)20 586 1568
email: media@getronics.com
www.getronics.com
as well as the offices of ING Corporate Finance:
ING Corporate Finance
Foppingadreef 7
1102 BD Amsterdam Z-O
The Netherlands
telephone +31 (0)20 563 8521
fax +31 (0)20 563 8503
email: cfprospectus@ingcf.com.
For further information about Getronics and the Offers reference is
made to the website www.getronics.com. For the Offer Memorandum
reference is also made to the website www.kpn.com/ir. These websites
do not constitute a part of the Offer Memorandum.
This announcement will also be published in Dutch. In the event of
any inconsistencies between the English and Dutch versions of this
announcement, the English version will prevail.
Press and Investor Enquiries
KPN:
Press enquiries: Marinus Potman Investor enquiries:
Eric Hageman, Head of IR
Tel: +31 70 44 66 300 Tel: +31 70 34
39 144
Email: press@kpn.com Email: ir@kpn.com
Getronics:
Press enquiries: Simon Theeuwes Investor enquiries:
Simon Theeuwes, Vice-President Investor Relations
Tel: +31 20 586 1581 Tel: +31 20 586
1982
Email: media@getronics.com Email:
investor.relations@getronics.com
