3D NV (“3d investors”) announces today that it considers launching a voluntary and conditional public takeover bid for all shares in Zenitel NV (“Zenitel”) that are not currently held by it, through a subsidiary House of Thor BV. The bid would be made at a price of EUR 22.75 per share and would be paid in cash.
3d investors currently holds 1,584,776 shares in Zenitel, or 47.87% of the total number of shares issued. Therefore, the bid would relate to the remaining 1,726,108 shares or 52.13% of the total number of shares issued.
The bid would be made subject to a number of conditions, including an acceptance threshold of 95% and a material adverse change clause. If successful, the bid would be followed by a simplified squeeze-out bid under the same conditions.
The price of EUR 22.75 per share would hold a premium of 37.9% to the closing stock price as at 13 November 2020, or a premium of 47.8% to the closing stock price as at 13 November 2020 if the premium is calculated on the implied enterprise value, excluding the net cash position as at 30 June 2020. The price would imply a premium of 39.7%, 38.1%, 41.3% and 47.8% on the volume weighted average share stock prices over the past 1, 3, 6 and 12 months, respectively.
Through the bid, 3d investors would offer shareholders the opportunity to immediately sell their shares on terms that 3d investors considers very attractive. Such conditions would be difficult to obtain under other circumstances, given the limited liquidity of the Zenitel share.
3d investors has informed the board of directors of Zenitel about its intentions. Subject to the review by the board of directors of the prospectus, the directors of Zenitel who are not affiliated with 3d investors have unanimously decided to support and recommend the bid. The board of directors have thereafter adopted the same decision with unanimity. A detailed opinion of the board of directors will be set forth in the memory in reply, which will also be attached as an annex to the prospectus.
The bid is supported by reference shareholder De Wilg CommV (12.08%), which has irrevocably committed to tender its shares to the bid.
This notice is merely an expression of an intention and does not constitute formal notification of a voluntary public takeover bid within the meaning of the Royal Decree of 27 April 2007 and the Law of 1 April 2007 on Public Takeover Bids. Whether, when and under which conditions the bid would be made depends on a number of factors, including general market conditions and the further evolution of the financial markets and the assessment of the bid price by an independent expert appointed by the independent directors who will issue a valuation report within the meaning of Article 23 of the Royal Decree of April 27 2007 on Public Takeover Bids.
If 3d investors decides to formally launch the voluntary and conditional public takeover bid, it will submit a file for this purpose with the FSMA (including a draft prospectus). The board of directors of Zenitel will then review that draft prospectus and further explain its position in a memorandum of reply. If 3d investors decides not to proceed with the bid, it will promptly report about this in accordance with the applicable rules.
About 3d investors
3d investors is a family investment company that chooses to support the growth of solid companies, in partnership with entrepreneurs and management. They always start from the core values: entrepreneurship, empathy, integrity, passion and agility.
3d investors is a long-term shareholder in a number of listed groups (KBC, Ackermans & van Haaren, Atenor, Barco and Zenitel), non-listed companies (including Care Cosmetics, Pauwels Consulting, Plastiflex, Studio 100 and 3P) and 3d Real Estate.
More information can be found at www.3d-investors.be
Contact: Frank Donck +32 9 329 72 01
About Zenitel
Zenitel is a global player in the development and commercialisation of intelligent communication solutions where security, guaranteed availability and sound quality are essential. With nearly 120 years of experience, Zenitel has proven to be a reliable and quality provider of broadcast systems, intercom solutions and two-way radio. These systems interface with other security devices, enabling end users and integrators to build a comprehensive and integrated security solution that combines access control, video surveillance, digital messaging and other solutions. Today, Zenitel’s customers include security service providers, companies and organisations active in the transportation and shipping sectors, healthcare institutions and industrial companies.
Zenitel employs approximately 300 people worldwide, is headquartered in Norway and sells its solutions under the Vingtor-Stentofon and Phontech brands.
More information can be found at www.zenitel.com
Disclaimer
This notice is also published in Dutch. If this should create uncertainty, the Dutch version will prevail.
This notice does not constitute a bid to purchase securities of Zenitel nor a solicitation by anyone in any jurisdiction in respect thereof. If a bid to purchase securities of Zenitel through a public takeover bid is proceeded with, such bid will and can only be made on the basis of a prospectus approved by the FSMA. No action has been taken to enable a public takeover bid in any jurisdiction and no such actions will be taken before 3d investors resolves to pursue a public takeover bid. Neither this notice nor any other information in respect of the matters contained herein may be supplied in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations in such jurisdictions. 3d investors and its affiliates explicitly decline any liability for breach of these restrictions by any person.
