Recommended public offer by London Acquisition B.V. of EUR 48.40 in
cash per share of Stork N.V.
This is a joint announcement of Stork N.V. and London Acquisition
B.V. This announcement is a public announcement as referred to in
Article 10 and Article 18 of the Dutch Decree on Public Offers
(Besluit openbare biedingen Wft) (the "Takeover Decree"). This
announcement and related materials do not constitute an offer for any
shares in Stork N.V. Not for release, distribution or publication, in
whole or in part, in the United States of America, Canada, or Japan.
Recommended public offer by London Acquisition B.V. of EUR 48.40 in
cash per share of Stork N.V.
With reference to the press release of 28 November 2007, Stork N.V.
("Stork") and London Acquisition B.V. ("London Acquisition"), a
holding company controlled by a consortium of funds managed and
advised by, or affiliated with, Candover[1], Landsbanki Islands hf
("Landesbanki") and Eyrir Invest ehf ("Eyrir"), hereby jointly
announce that London Acquisition is making a recommended public offer
for all of the issued and outstanding ordinary shares with a nominal
value of EUR 1.00 (the "Shares") in the share capital of Stork (the
"Offer").
Terms not defined herein shall have the meaning as set out in the
offer memorandum, as defined below.
The Offer
London Acquisition is making a cash offer for all of the Shares, on
the terms of and subject to the conditions and restrictions contained
in the offer memorandum dated 14 December 2007 (the "Offer
Memorandum"). The Offer Memorandum has been made available on Stork's
website (www.stork.com) and copies will be available as further
described below. Shareholders should refer to the Offer Memorandum
for all of the terms and conditions of the Offer. Holders of Shares
who accept the Offer shall, if the Offer is declared unconditional,
receive, on the terms and subject to the conditions and restrictions
of the Offer, a cash amount of EUR 48.40 per validly tendered (or
defectively tendered, provided that such defect has been waived by
London Acquisition) and delivered Share (the "Offer Price"). The
Offer Price is cum dividend, which reflects that the Company has paid
the dividend over 2006 and has committed not to declare any dividends
or distributions on Shares prior to settlement of the Offer.
Extraordinary General Meeting of Shareholders
On 4 January 2008 at 15:00 hours CET, at the Okura Hotel Amsterdam,
Ferdinand Bolstraat 333, Amsterdam, The Netherlands, an Extraordinary
General Meeting of Shareholders of Stork will be convened, during
which among others the Offer will be explained and discussed in
compliance with the provisions of article 18, paragraph 1 of the
Takeover Decree. The agenda for the Extraordinary General Meeting of
Shareholders will be made available on Stork's website.
Recommendation
The Supervisory Board and the Management Board unanimously support
the Offer and unanimously recommend the Offer to the Shareholders for
acceptance.
A shareholders circular providing further information to its
shareholders as required pursuant to Article 18 paragraph 2 of the
Takeover Decree (the "Shareholders Circular") has been made available
by Stork on its website (www.stork.com) and copies will be made
available as further described below.
Shares held by members of the Supervisory Board and the Management
Board
As of the date of the Offer Memorandum 154,946 Shares are held by
Sj.S. Vollebregt, 57,748 Shares are held by J.C.M. Schönfeld, 13,958
Shares are held by
H.E.H. Bouland and 1,000 Shares are held by C.J. van den Driest. The
aforementioned persons have irrevocably undertaken to tender the
Shares held by them under the same terms and conditions of the Offer
as described in the Offer Memorandum ("Offer Conditions"). On the
date of the Offer Memorandum, no Shares are held by any of the other
members of the Supervisory Board.
Arrangements with Stork Foundation (Stichting Stork)
Subject to the Offer becoming unconditional, the Stork Foundation
has, having regard to the fact that the Offer has been recommended by
both the Supervisory Board and the Management Board, irrevocably and
otherwise unconditionally renounced its rights under the Stork Option
Agreements dated 2/5 May 1986 and 16 May 1990 in relation to the
Offer. This agreement provides that the Stork Foundation can exercise
a right to subscribe for a number of cumulative preference shares B
equal to the number of issued cumulative preference shares A and
ordinary shares minus one. The decision to exercise that right rests
solely with the executive committee of the Stork Foundation.
Works council advice
The central works council of Stork has rendered its advise as
required pursuant to article 25 paragraph 1 of the Dutch Works
Councils Act (Wet op de Ondernemingsraden) and agreed that Stork
continues with the Offer and the divestment of Stork Food Systems.
Shares committed by Ioliet, Centaurus and Paulson
A major shareholder of Stork, Ioliet Beheer B.V. (a holding company
controlled by a consortium of Landsbanki, Eyrir and Marel Food
Systems hf, "Ioliet"), holds 13,617,690 Shares representing
approximately 43% of the issued share capital in Stork, and has
committed towards London Acquisition to transfer the Shares it holds
as described below.
Ioliet committed towards London Acquisition to tender an aggregate of
10,156,946 Shares representing approximately 32% of the issued share
capital in Stork under the same terms and conditions of the Offer as
described in the Offer Memorandum, subject to certain conditions
relating to the sale of Stork Foods Systems.
Prior to the announcement of the contemplated Offer on 28 November
2007, Ioliet sold to London Acquisition, and agreed with London
Acquisition to deliver to London Acquisition an aggregate of
3,460,744 Shares representing approximately 11% of the issued share
capital in Stork in exchange for a consideration from London
Acquisition in the form of shares in London Acquisition's indirect
parent company, subject to the Offer being declared unconditional and
certain conditions relating to the sale of Stork Foods Systems.
Two of Stork's other major shareholders, Centaurus Capital Limited
("Centaurus") and Paulson & Co. Inc. ("Paulson") have committed
towards London Acquisition to tender an aggregate of 9,932,499 Shares
representing approximately 32% of the issued share capital in Stork
under the same terms and conditions of the Offer as described in the
Offer Memorandum.
Acceptance Period
The Acceptance Period begins on 17 December 2007 at 09:00 hours CET
and ends, subject to extension in accordance with Article 15 of the
Takeover Decree, on
14 January 2008 at 15:00 hours, CET (the "Acceptance Closing Date").
London Acquisition reserves the right to extend the Offer past the
Acceptance Closing Date in accordance with Article 15 of the Takeover
Decree.
Shares tendered on or prior to the Acceptance Closing Date may not be
withdrawn, subject to the right of withdrawal of any tendered Shares
during any extension of the Acceptance Period in accordance with the
provisions of Article 15 of the Takeover Decree. During any such
extension of the Acceptance Period, any Shares previously tendered
and not withdrawn will remain subject to the Offer, subject to the
right of each Shareholder to withdraw the Shares he or she has
already tendered.
Acceptance by Shareholders
Shareholders who hold their Shares through an admitted institution of
Euronext Amsterdam N.V. ("Admitted Institution") are requested to
make their acceptance known via their bank or stockbroker no later
than 15:00 hours CET on 14 January 2008, unless the Acceptance Period
is extended. The custodian, bank or stockbroker may set an earlier
deadline for communication by Shareholders in order to permit the
custodian, bank or stockbroker to communicate its acceptances to Rabo
Securities (the "Settlement Agent") in a timely manner.
Declaring the Offer Unconditional
The Offer shall be subject to the fulfilment of the Offer Conditions,
including, but not limited to, the Offer Conditions that at least 95%
of the issued and outstanding ordinary share capital of Stork has
been tendered under the Offer as set out in Section 5.2.1 of the
Offer Memorandum (Offer Conditions) and the continuing support of
Centaurus and Paulson. London Acquisition reserves the right to waive
the Offer Conditions if permitted by law. It may unilaterally waive
the Offer Condition set out in Section 5.2.1 of the Offer Memorandum
(Offer Conditions) at an acceptance level between 80% and 95% or with
the prior written consent of Stork at a level below 80%. If London
Acquisition wishes to waive or reduce one or more Offer Conditions,
London Acquisition will inform Shareholders that it waives or reduces
such Offer Conditions by such means as required by applicable laws
and regulations.
Unless the Acceptance Period is extended, the Offeror will, in
accordance with article 16, paragraph 1 of the Takeover Decree,
announce within three Business Days after the Acceptance Closing
Date, whether or not it declares the Offer unconditional. In the
event the Offer will not be declared unconditional the Offeror will
motivate such decision. See Section 9.6 of the Offer Memorandum
(Declaring the Offer Unconditional (gestanddoening) and post
Acceptance Period).
In the event that London Acquisition announces that the Offer is
declared unconditional (gestand wordt gedaan) the Offeror will accept
for payment all Shares validly tendered (or defectively tendered
provided that such defect has been waived by London Acquisition) and
may continue the Offer by way of a post Acceptance Period as set out
in Section 4.8.4 of the Offer Memorandum (Extension and post
Acceptance Period).
Should the Offer be declared unconditional (gestand wordt gedaan), it
is intended that Stork's listing on Euronext Amsterdam will be
terminated as soon as possible thereafter. This would further
adversely affect the liquidity of any Shares not tendered. In
addition, London Acquisition may initiate any of the procedures as
set out in Section 5.9.3 of the Offer Memorandum (Legal Structure of
Stork following the Offer), including procedures which would result
in termination of the listing of the Shares (including Shares not
being tendered). As a policy rule, in case of a public offer Euronext
Amsterdam does not permit delisting until at least 95% of the listed
shares are held by a single entity or by a group controlled by a
single entity. See Section 5.9.2 of the Offer Memorandum (Liquidity
and Delisting).
Settlement of the Offer
In the event London Acquisition announces that the Offer is declared
unconditional (gestand wordt gedaan), Shareholders who have tendered
and delivered their Shares for acceptance pursuant to the Offer prior
to or on the Acceptance Closing Date will receive on the Settlement
Date the Offer Price in respect of each Share validly tendered (or
defectively tendered provided that such defect has been waived by
London Acquisition) and delivered (geleverd), at which point,
dissolution or annulment of a Shareholder's tender or delivery
(levering) shall not be permitted.
Admitted Institutions
The Admitted Institutions may tender Shares for acceptance only to
the Settlement Agent and only in writing. 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 him or her are being tendered in
compliance with the restrictions set out in Section 1 of the Offer
Memorandum (Restrictions and Important Information) and (iii) they
undertake to transfer these Shares to London Acquisition on the
Settlement Date, provided the Offer has been declared unconditional
(gestand wordt gedaan).
Offer Memorandum, the Shareholders Circular and further information
Shareholders are advised to review the Offer Memorandum and the
Shareholders Circular thoroughly and completely and to seek
independent advice where appropriate in order to reach a balanced
judgment with respect to the Offer, the Offer Memorandum and the
Shareholders Circular. The information in this announcement is not
complete and additional information is contained in the Offer
Memorandum and the Shareholders Circular.
Copies of the Offer Memorandum are available on the website of Stork
(www.stork.com). Stork's website does not constitute a part of, and
is not incorporated by reference into, the Offer Memorandum and the
Shareholders Circular. Copies of the Offer Memorandum are
furthermore available free of charge at the head office of Stork, the
Settlement Agent and the Information Agent at the addresses mentioned
below.
Copies of the London Acquisition Articles of Association are
available free of charge at the offices of London Acquisition and can
be obtained by contacting London Acquisition at the address mentioned
below. London Acquisition is a newly incorporated entity and
accordingly no annual reports of London Acquisition are available.
Copies of the Stork Articles of Association, the proposed articles of
association of Stork and the financial information of Stork relating
to the annual financial statements (jaarrekening) of Stork for the
financial year 2006 ended on 31 December 2006, the financial year
2005 ended on 31 December 2005 (including comparison figures for the
financial year 2004 ended on 31 December 2004) as adopted by the
general meeting of Shareholders, which documents are incorporated by
reference in, and form an integral part of, the Offer Memorandum and
as far as applicable the Shareholders Circular, are available free
of charge at the offices of Stork and the Information Agent and can
be obtained by contacting Stork or the Information Agent at the
addresses stated below. This information is also available on the
website of Stork (www.stork.com).
+-------------------------------------------------------------------+
| London Acquisition B.V. | Stork |
| London Acquisition B.V. | Stork N.V. |
| Strawinskylaan 3105 | Amersfoortsestraatweg 7 |
| 1077 ZX Amsterdam | 1412 KA Naarden |
| The Netherlands | The Netherlands |
|--------------------------------+----------------------------------|
| | |
| The Settlement Agent | The Information Agent |
| Rabo Securities | Georgeson |
| Amstelplein 1 | 86 Upper Thames Street |
| 1096 HA Amsterdam | London EC4V 3 BJ |
| The Netherlands | United Kingdom |
| Tel: +31 (0) 20 462 4602 | Tel: 00 800 1020 1200 (Global |
| Email: prospectus@rabobank.com | Retail Shareholder Toll Free |
| | Number) |
+-------------------------------------------------------------------+
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. However, acceptances of the Offer by Shareholders
not residing in The Netherlands will be accepted by London
Acquisition if such acceptances comply with the acceptance procedure
set out in 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 London Acquisition, nor Stork, nor any of their
respective affiliates or any of their respective directors, employees
or advisers accept 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 of the Offer Memorandum
(Restrictions and Important Information) before taking any action.
The distribution of the Offer Memorandum 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.
For further information please contact:
Stork N.V.:
Dick Kors
Tel: +31 (0) 35 - 695 75 75 or +31 (0)6 - 51 98 40 54
Candover:
Marek Gumienny
Tel: +44 (0) 20 7489 9848
or
Tulchan Communications
Susanna Voyle
Peter Hewer
Tel: +44 (0) 20 7353 4200
[1] Candover means Candover Investments plc and / or one or more of
its subsidiaries, including Candover Partners Limited as Manager of
the Candover 2005 Fund.
