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Recommended all-cash public offer by funds advised by Apax for all issued and outstanding ordinary shares in Exact

Disclaimer

THE MATERIALS YOU ARE SEEKING TO ACCESS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN CANADA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION. ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE OF EXACT HOLDING N.V. FOR INFORMATION PURPOSES ONLY.

Neither the materials you are seeking to access nor any supplement thereto (the Information) constitute an offer to purchase, to acquire or to sell securities or a solicitation of an offer to purchase, to acquire or sell securities (a) in any jurisdiction in which such offer or solicitation is not authorised or (b) to any person to whom it is unlawful to make such offer or solicitation. It is the responsibility of any person wishing to access the Information to ensure that this access does not violate applicable legislation or regulations and to ensure compliance there with where appropriate.

The Offer will be made in the United States pursuant an exemption from the U.S. tender offer rules provided by Rule14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the applicable regulatory requirements in The Netherlands.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials please exit this webpage. These materials must not be, released, mailed or otherwise forwarded, distributed or sent in, into or from Canada or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees holding Exact shares for persons residing in Canada) must not distribute or send them in, into or from Canada.

Confirmation of understanding and acceptance of disclaimer

I warrant that I am not resident or located in Canada or any other jurisdiction where accessing these materials is unlawful, and I agree that I will not transmit or otherwise send any materials contained in this website to any person in Canada or any other territory where to do so would breach applicable local law or regulation.

I have read and understood the disclaimer set out above. I understand that it may affect my rights and I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of the materials.

Press Release

This is a joint press release by Eiger Acquisition B.V. and Exact Holding N.V. pursuant to the provisions of section 10, paragraph 3 and section 18, paragraph 3 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the "Takeover Decree") in connection with the recommended 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 and the United States. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

J O I N T P R E S S R E L E A S E , 15 December 2014

Recommended all-cash public offer by funds advised by Apax for all issued and outstanding ordinary shares in Exact

Publication of Offer Memorandum – Acceptance Period ends 10 February 2015

Transaction highlights

  • Recommended public offer for all Shares in Exact at an offer price of EUR 32.00 (cum dividend) in cash per Share
  • The Offer Price represents a premium of 27.0% to the closing share price of 10 July 2014[1] and a premium of 39.6% to the average closing share price of the last 12 months prior to that date
  • Certain of Exact's major Shareholders, together holding approximately 60% of the Shares, have irrevocably confirmed to support and accept the Offer
  • The Board of Managing Directors and Supervisory Board of Exact unanimously support and recommend the Offer
  • Exact's works council has rendered its positive advice in respect of the Offer and the financing thereof and the Asset Sale and Liquidation
  • The Offer is subject to satisfaction or waiver of the Offer Conditions as set out in the Offer Memorandum
  • The Offeror has indicated that it seeks to acquire 100% of the Group's assets following Settlement of the Offer, if required, either by means of statutory squeeze-out proceedings
  • (uitkoopprocedure) or by means of an alternative structure pursuant to which the Offeror acquires all assets and liabilities of Exact, including the Asset Sale and Liquidation
  • The parties have agreed on certain non-financial covenants, including the following matters:
    • Maintaining Exact’s corporate identity and culture
    • Exact headquarters, central management and key support functions will remain in The Netherlands
    • The existing obligations of Exact, pursuant to employment agreements, will be honored and will not be changed as a result of the proposed transaction
  • The Offeror is in the process of seeking regulatory approvals
  • The Acceptance Period starts on 16 December 2014 at 09:00 hours CET and ends on 10 February 2015 at 17:40 hours CET, unless extended
  • Exact shall convene an EGM to be held on 27 January 2015 to discuss the Offer and vote on resolutions relating to the Offer and approve the Asset Sale and Liquidation, subject to the Offer being declared unconditional

1 Last closing share price prior to the announcement of preliminary interest in Exact on Friday 11 July 2014

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