June 9, 2022

 

This is a joint press release by Accell Group N.V. (“Accell Group“) and Sprint BidCo B.V. (the “Offeror“). The Offeror is an affiliate of the affiliated investment funds advised by Kohlberg Kravis Roberts & Co. LP or one of its affiliates (“KKR“). Teslin Alpine Acquisition B.V., a wholly-owned subsidiary of Teslin Participaties Coöperatief U.A. (“Teslin“) is together with the Offeror and KKR referred to as the “Consortium“. This joint press release is issued pursuant to the provisions of Section 13 paragraph 1, Section 16, paragraphs 1, 2 and 3 and Section 17 paragraph 1 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft) (the “Decree“) in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Accell Group. This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the offer memorandum dated 6 April 2022 (the “Offer Memorandum“) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the “AFM“), which has been available as from 7 April 2022. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful. Capitalised terms not defined in this press release have the same meaning as given thereto in the Offer Memorandum.

Heerenveen, the Netherlands, 9 June 2022

• In addition to 73.53% of the Shares tendered or committed on 3 June 2022, 4.26% Additional Shares have been irrevocably committed under the Offer, amounting to 77.8% of the Shares in total
• The Offeror and Accell Group have agreed to waive the Offer Condition that the 80% Acceptance Threshold is met. All Offer Conditions are now satisfied or waived
• The Offeror declares the Offer for Accell Group unconditional
• The Offeror continues to seek to obtain 100% of the Shares
• Settlement of the Offer will take place on 16 June 2022, at which date the Offer Price of EUR 58.00 will be paid to the Shareholders that have tendered
• Remaining Shares can be tendered at the Offer Price of EUR 58.00 during the Post Acceptance Period, commencing on Friday 10 June 2022 and ending on Thursday 23 June 2022
• Now that the Offer has been declared unconditional, the Offer Price has become the best and final price payable under the Offer

 

Offeror declares the Offer unconditional

Accell Group and the Offeror are pleased to jointly announce today that, considering all Offer Conditions having been satisfied or waived, the Offeror declares the Offer unconditional (doet gestand). The number of Shares that have been tendered for acceptance under the Offer or irrevocably committed to be tendered under the Offer as described below, amounts to 20,890,167, representing approximately 77.8% of the Shares on a Fully Diluted basis and an aggregate value of approximately EUR 1,212 million (at an Offer Price of EUR 58.00 (cum dividend) per Share).

As announced on 3 June 2022, during the Acceptance Period, 19,745,964 Shares were tendered under the Offer, representing approximately 73.53% of the Shares and an aggregate value of approximately EUR 1,145 million at an Offer Price of EUR 58.00 (cum dividend) per Share.

On the date hereof, the below shareholders have each irrevocably committed to tender all Shares referred to below (the “Additional Shares“) in the Post Acceptance Period on the terms and conditions of the Offer, including the Offer Price of EUR 58.00 (cum dividend) per Share amounting to 1,144,203 Shares in the aggregate representing approximately 4.26% of the Shares on a Fully Diluted basis and at an aggregate value of approximately EUR 66 million at an Offer Price of EUR 58.00 (cum dividend) per Share. Together with the Shares tendered during the Acceptance Period this represents approximately 77.8% of the Shares.

 

Shareholder	# Shares irrevocably committed	% Shares irrevocably committed (approximately)
Bardin Hill	48,782	0.18%
Cross Options	199,659	0.74%
Hezias	87,697	0.33%
Hudson Bay	25,000	0.09%
Melqart	35,000	0.13%
Millennium	24,170	0.09%
Samson Rock	110,000	0.41%
Smart(t)	100,000	0.37%
Sparta Capital	204,802	0.76%
Syquant	97,000	0.36%
Verition	212,093	0.79%
Total	1,144,203	4.26%

 

None of the parties that entered into an irrevocable undertaking in respect of Additional Shares received any information relevant for a Shareholder in connection with the Offer that is not included in the Offer Memorandum or this press release. At the date of this press release, the Offeror on the one hand, and these parties on the other hand, do not hold shares in each other’s capital.

Based on the foregoing, the Offeror is fully confident that it will obtain in aggregate 80% or more of the Shares after settlement of the Shares tendered during the Post Acceptance Period. Against this background, the Offeror has, in close coordination with the Accell Group Boards and after having obtained prior written approval from the Accell Group Boards, decided to waive the Offer Condition as set out in Section 4.7.1. (Acceptance Level) of the Offer Memorandum.

 

Settlement

With reference to the Offer Memorandum dated 6 April 2022, holders of Shares who accepted the Offer shall receive the Offer Price for each Tendered Share tendered during the Acceptance Period and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions. Settlement of each Tendered Share and payment of the Offer Price will take place on 16 June 2022.

 

Post Acceptance Period

The Offeror hereby announces that Shareholders who have not tendered their Shares during the Acceptance Period will have the opportunity to tender their Shares under the same terms and conditions applicable to the Offer, during the Post Acceptance Period, which will start at 09:00 (CEST) on Friday 10 June 2022 and end at 17:40 (CEST) on Thursday 23 June 2022.

The Offeror will publicly announce the results of the Post Acceptance Period and the total number and total percentage of Shares held by it in accordance with Section 17, paragraph 4 of the Decree ultimately on the third Business Day following the last day of the Post Acceptance Period.

The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post Acceptance Period and shall pay for such Shares as soon as reasonably possible and in any case no later than on the fifth Business Day following the last day of the Post Acceptance Period.

During the Post Acceptance Period, Shareholders have no right to withdraw Shares from the Offer, regardless of whether their Shares have been validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during the Acceptance Period or the Post Acceptance Period.

 

Delisting

If, at any time following the settlement of Shares tendered during the Post Acceptance Period, the Offeror has acquired 95% or more of the Shares, it will together with Accell Group seek to procure delisting of the Shares from Euronext Amsterdam as soon as possible in accordance with Applicable Laws. This may adversely affect the liquidity and market value of any Shares not tendered. Reference is made to Section 4.14 (Consequences of the Offer) of the Offer Memorandum.

Upon Delisting, the changes to the composition of the Supervisory Board of Accell Group, as approved by the EGM on 20 May 2022, will become effective.

 

Buy-Out

If, at any time following the settlement of Shares tendered during the Post Acceptance Period, the Offeror and its group companies within the meaning of the DCC hold in the aggregate 95% or more of the Shares, the Offeror will initiate, as soon as possible, a Buy-Out procedure. Reference is made to Section 4.13.1 (Delisting, Buy-Out) of the Offer Memorandum.

 

Post-Offer Merger and Liquidation

If, at any time following the settlement of Shares tendered during the Post Acceptance Period, the Tendered, Owned and Committed Shares represent less than 95% but at least 80% of the Shares on a Fully Diluted basis, the Offeror may determine to have Accell Group implement the Post-Offer Merger and Liquidation as described in further detail in Section 4.13.2 (Post-Offer Merger and Liquidation) of the Offer Memorandum. The listing of the Shares on Euronext Amsterdam will also terminate after a successful Post-Offer Merger and Liquidation.

 

Further implications of the Offer being declared unconditional

Remaining Shareholders who do not wish to tender their Shares in the Post Acceptance Period should carefully review the Sections of the Offer Memorandum that further explain the intentions of the Offeror, such as (but not limited to) Section 4.14 (Consequences of the Offer), which describes certain implications to which such Shareholders may become subject with their continued shareholding in Accell Group and Section 8.3 (Dutch Tax aspects for Shareholders who do not tender their Shares under the Offer) which amongst others describes that the consideration per Share to be received by non-tendering Shareholders in the Post-Offer Merger and Liquidation (if implemented) after deduction and withholding of the applicable Dutch dividend withholding tax is expected to be considerably less than the Offer Price.

 

Offer Memorandum, Position Statement and further information

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

Digital copies of the Offer Memorandum are available on the websites of KKR (at www.kkr.com) and digital copies of the Offer Memorandum and the Position Statement are available on the website of Accell Group (at abouttheoffer.accell-group.com). These websites do not constitute a part of, and is not incorporated by reference into, the Offer Memorandum.

Copies of the Offer Memorandum and the Position Statement are on request also available free of charge at the Settlement Agent at the address below:

Attn: Corporate Broking (HQ7212)

ABN AMRO Bank N.V.

Gustav Mahlerlaan 10

1082 PP, Amsterdam

The Netherlands

 

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