Danone controls 98.4% of the ordinary shares in Numico
This is a joint announcement of Groupe Danone S.A. ("Danone") and
Royal Numico N.V. ("Numico") in connection with the recommended
public offer by Danone for all outstanding ordinary shares in the
share capital of Numico. This announcement and related materials do
not constitute an offer to purchase nor a solicitation of an offer to
sell shares. The full terms and conditions of the recommended public
offer made by Danone, have been set out in an offer memorandum that
was released on 20 August 2007. This announcement is a public
announcement as referred to in article 9b, paragraph 1 of the Dutch
Securities Market supervision Decree (Besluit toezicht
effectenverkeer 1995; "Bte 1995"). Nowhere outside the Netherlands
have any actions been taken (nor will any actions be taken) to make a
public offer possible in any jurisdiction in which actions would be
required to that effect. This announcement is not for release,
publication or distribution, in whole or in part, in or into the
United States, Canada, Australia, Italy and Japan.
Schiphol and Paris, 26 November 2007
With reference to the joint press releases dated 20 August and 31
October 2007, Danone and Numico jointly announce the result of the
post-acceptance period, which ended at 15:00 hours CET on 23 November
2007, for the recommended public offer (the "Offer") for all the
issued and outstanding ordinary shares in the share capital of
Numico, with a nominal value of ¤ 0.25 each (the "Shares", holders of
such Shares being referred to as "Shareholders").
During the post-acceptance period 18,768,047 Shares, representing
8.40% of the total number of Shares outstanding on 23 November 2007
have been tendered for acceptance under the Offer. Together with the
Shares tendered and delivered (geleverd) during the acceptance period
and the Shares acquired in ordinary stock exchange trading on
Euronext Amsterdam until (not including) 23 November 2007, Danone now
controls 219,859,262 Shares, which represent 98.40% of the aggregate
issued and outstanding share capital of Numico.
Settlement
With reference to the offer memorandum dated 20 August 2007 (the
"Offer Memorandum") and the press releases dated 20 August 2007 and
31 October 2007, in accordance with the terms and conditions of the
Offer, Shareholders who have tendered their Shares for acceptance
under the Offer during the post-acceptance period shall receive on 28
November 2007 (the "Post-acceptance Settlement Date") a cash amount
of ¤ 55.00 per Share (the "Offer Price") for each Share validly
tendered (or defectively tendered provided that such defect has been
waived by Danone) and delivered (geleverd). Admitted institutions of
Euronext Amsterdam ("Admitted Institutions") are advised to deliver
the Shares tendered as soon as possible to ING Wholesale Banking
Securities Services, Paying Agency Services, Van Heenvlietlaan 220,
1083 CN Amsterdam, The Netherlands, location code BV 06.01, F +31 20
7979 607 (the "Exchange Agent"). In order to receive payment for the
tendered Shares on the Post-acceptance Settlement Date, Admitted
Institutions must deliver the tendered Shares not later than 15:00
hours CET on the Post-acceptance Settlement Date.
Delisting and squeeze-out
Numico intends, in close consultation with Euronext Amsterdam N.V.,
to terminate the listing of Shares on the official market of Euronext
Amsterdam N.V. as soon as possible, in any event before 31 December
2007. Danone and Numico will inform the market accordingly.
Danone intends to initiate either a squeeze-out procedure in
accordance with article 2:92a of the Dutch Civil Code or a takeover
buy-out procedure in accordance with article 2:359c of the Dutch
Civil Code, in order to acquire the remaining Shares neither tendered
nor held by Danone. The squeeze-out or takeover buy-out procedure
will be initiated as soon as practicable.
3% Subordinated Convertible Bonds due 2010 - Early redemption and
delisting
As of 23 November 2007, less than 0.3% of Numico's 3% Subordinated
Convertible Bonds due 2010 (the "Bonds") remain outstanding. In
accordance with Sections 3.2 and 12.8 of the terms and conditions of
the Bonds, Numico intends to redeem the outstanding Bonds as soon as
possible.
In close consultation with Euronext Amsterdam N.V., Numico also
intends to terminate the listing of the Bonds on the official market
of Euronext Amsterdam N.V. as soon as possible, in any event before
31 December 2007. Numico will inform the market accordingly.
Offer Memorandum and other 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
included in the Offer Memorandum. For information on the Offer,
reference is made expressly to the Offer Memorandum. In order to come
to a sound judgement in respect of the Offer and the contents of the
Offer Memorandum, shareholders are advised to read the Offer
Memorandum completely and carefully and to seek, when in doubt,
independent advice.
Copies of the Offer Memorandum, Numico's articles of association, the
interim financial information of Numico relating to the Financial
Year 2007 and the annual financial statements of Numico for the
Financial Year 2006, the Financial Year 2005 and the Financial Year
2004 as adopted by the general meeting of shareholders of Numico,
which documents are incorporated by reference in, and form an
integral part of the Offer Memorandum, are available free of charge
at the offices of Numico and the
Exchange Agent and can be obtained by contacting Numico or the
Exchange Agent at the addresses below. A copy of the Offer Memorandum
can also be obtained through the websites of Numico (www.numico.com)
and Danone (www.danone.com).
Koninklijke Numico N.V. Exchange Agent: ING Bank N.V.
Attn: Investor Relations ING Wholesale Banking
P.O. Box 75538 Securities Services
1118 ZN Amsterdam Attn: Paying Agency Services
The Netherlands Location code BV 06.01
Van Heenvlietlaan 220
1083 CN Amsterdam
Netherlands
Tel: +31 (0)20 456 9032 Tel: +31 (0) 20 7979 398
Fax: +31 (0)20 456 8032 Fax: +31 (0) 20 7979 607
Email: investor-relations@numico.com Email: iss.pas@mail.ing.nl
Restrictions
General restrictions
The Offer is not being made, and the Shares will not be accepted for
purchase from within 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 of and
observe all such restrictions and obtain any necessary
authorisations, approvals or consents. Neither Danone nor Numico, nor
any of their 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 distribution of the Offer
Memorandum and any separate documentation regarding the Offer in
jurisdictions other than the Netherlands may be restricted by law and
therefore persons into whose possession this document and any
separate documentation regarding the Offer comes should inform
themselves about and observe such restrictions. Any failure to comply
with any such restrictions may constitute a violation of the
securities law of any such jurisdiction. If a Shareholder is a
non-Dutch Shareholder or resident and in doubt about its position,
the Shareholder should consult its independent professional adviser
in the relevant jurisdiction.
United States, Canada, Australia, Italy and Japan
The Offer is not being made, directly or indirectly, in or into the
United States, Canada, Australia, Italy or Japan and the Offer
Memorandum, and any and all materials related thereto, should not be
sent in or into the United States, Canada, Australia, Italy or Japan,
whether by use of United States, Canadian, Australian, Italian or
Japanese interstate or foreign commerce, or any facility of a United
States, Canadian, Australian, Italian or Japanese national securities
exchange (including, but without limitation, electronic mail, post,
facsimile transmission, telex and telephone), and the Offer cannot be
accepted by any such use, means or instrumentality, in or from within
the United States, Canada, Australia, Italy or Japan. Accordingly,
copies of the Offer Memorandum and any related materials are not
being, and must not be, mailed or otherwise distributed or sent in or
into or from the United States, Canada, Australia, Italy or Japan or,
in their capacities as such, to custodians, trustees or nominees
holding Shares for United States, Canadian, Australian, Italian or
Japanese persons, and persons receiving any such documents (including
custodians, nominees and trustees) must not distribute or send them
in, into or from the United States, Canada, Australia, Italy or Japan
and doing so will render invalid any relevant purported acceptance of
the Offer.
Furthermore, in respect of Italy, the Offer and the Offer Memorandum
have not been submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws
and regulations. Accordingly, Shareholders are hereby notified that,
to the extent such Shareholders are resident in Italy and/or located
in Italy, the Offer may not be accepted in or from within Italy and
acceptances received from within Italy will be void and ineffective.
Neither the Offer Memorandum nor any offering material relating to
the Offer or the Shares may be distributed or made available in or
into Italy.
This announcement is a public announcement as meant within section
9b(1) of the Dutch Securities Markets Supervision Decree (Besluit
toezicht effectenverkeer 1995).
Royal Numico N.V. is a high-growth, high-margin specialised nutrition
company with leading positions in Baby Food and Clinical Nutrition
and brings products to the market under the brand names Nutricia,
Milupa, Cow & Gate, Mellin and Dumex, among others. The company
serves customers in over 100 countries and employs approx. 13,000
people (see also: www.numico.com).
For any questions you might have, please
contact:
Royal Numico N.V. Corporate tel. +31 20 456 9077
Communications
Royal Numico N.V. Investor Relations tel. +31 20 456 9032
Groupe Danone: Press Office tel. +33 (0)1 44 35 20 75 /
+33 (0)1 44 35 39 99
Groupe Danone: Investor Relations tel. +33 (0)1 44 35 20 76
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