This is a joint press release by Eiger Acquisition B.V. and Exact Holding N.V. pursuant to the provisions of Section 7, paragraph 1a of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft) in connection with the intended public offer by Eiger Acquisition B.V. for all the issued and outstanding ordinary shares in the capital of Exact Holding N.V. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Exact Holding N.V. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada, Japan and the United States.
Amsterdam and Delft, the Netherlands, 5 November 2014 - Eiger Acquisition B.V. (a newly incorporated wholly owned subsidiary of funds advised by Apax Partners LLP ("Eiger Acquisition") and Exact Holding N.V. ("Exact") today jointly announce that they are making good progress with respect to the preparations for the public offer by Eiger Acquisition for Exact. Eiger Acquisition intends to file a draft offer memorandum (the "Offer Memorandum") in connection with the envisaged recommended public cash offer by Eiger Acquisition for all issued and outstanding ordinary shares in the capital of Exact at an offer price of EUR 32.00 in cash per ordinary share (the "Offer") with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, "AFM") before the end of December 2014.
The information in this press release is not intended to be complete. For further information explicit reference is made to the Offer Memorandum, which is expected to be published before the end of December 2014. The Offer Memorandum will contain further details regarding the Offer.
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Vigorous business software. That’s what Exact builds. For more than 200,000 businesses around the world. For entrepreneurial doers who dare and, if they fall, always get up again. Exact breathes that same spirit. Thirty years ago a garage start-up by six students, now a global company, employing 1,550 people in 15 countries with revenues of € 213 million in 2013. With Exact, businesses can quickly respond to shifting market conditions and grasp opportunities with both hands when they arise. Our business software enables customers to focus on their next goal, and look ahead to the next challenge. For further information about Exact, please visit www.exact.com.
About Apax Partners
Apax Partners is one of the world’s leading private equity investment groups. It operates globally and has more than 30 years of investing experience. Apax Partners has advised funds that total over $40 billion around the world in aggregate. Funds advised by Apax invest in companies across four global sectors of Consumer, Healthcare, Services and Tech & Telco. These funds provide long-term equity financing to build and strengthen world-class companies. In the Software sector, funds advised by Apax have a successful track record, having invested approximately $2.3 billion in enterprise software buyouts.
Software investments include Paradigm, Epicor, Activant, Sophos, RealPage, IntraLinks, Plex Systems, Princeton Softech, Planview and Autonomy. For further information about Apax, please visit www.apax.com.
This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Exact in any jurisdiction. The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Eiger Acquisition and Exact disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Eiger Acquisition nor Exact, nor any of their advisors assumes any responsibility for any violation by any person of any of these restrictions.
Any Exact shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada, Japan and the United States.
This press release may include “forward-looking statements” and language indicating trends, such as “anticipated” and “expected.” Although Eiger Acquisition and Exact believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither Eiger Acquisition nor Exact, nor any of their advisors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.