BERGSON LAUNCHES OFFER FOR HUNTER DOUGLAS
Rotterdam 6 April 2021 – Bergson Beheer B.V. (the "Offeror") and Hunter Douglas N.V. ("Hunter Douglas") jointly announce that the Offeror is making a recommended public offer for all issued and outstanding common shares in the capital of Hunter Douglas at an offer price of EUR 64 (the "Offer Price") in cash per share (cum dividend) (the "Offer") and that the Offer Memorandum has been published today.
- The Offer Memorandum is approved by the AFM.
- The terms of the Offer are unchanged from the 12 December 2020 Press Release.
- The offer period is from 7 April to 1 June 2021 (unless extended).
- Completion is expected in Q2 2021.
- The Offeror is making the Offer on the terms and subject to the conditions contained in the Offer Memorandum. Further details on the Offeror, the Offer, including details on acceptance, settlement, and the intended delisting are set forth therein.
Support and recommendation by the Independent Committee
In relation to the Offer, Hunter Douglas is being represented exclusively by an Independent Committee, comprising the non-conflicted and independent non-executive members of the Board of Directors of Hunter Douglas (the "Independent Committee"), which unanimously supports and recommends the Offer for acceptance by the shareholders. Hunter Douglas today published its Position Statement containing the information required by Section 18a and Annex G of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree"), which sets out the recommendation and a more elaborate description of the decision-making process of the Independent Committee.
Offer Memorandum; Position Statement
Digital copies of the Offer Memorandum and Position Statement are available on the websites of Hunter Douglas (http://investor.hunterdouglasgroup.com) and the Offeror (www.bergson-beheer.com). Such websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Copies of the Offer Memorandum and Position Statement are also available free of charge at the offices of Hunter Douglas and the Settlement Agent (ING Bank N.V., Foppingadreef 7, 1102 BD Amsterdam, Email: email@example.com).
Hunter Douglas is listed on Euronext Amsterdam and is the world market leader in window coverings and a major manufacturer of architectural products. Hunter Douglas has its head office in Rotterdam, The Netherlands, and a Management Office in Luzern, Switzerland. The Group is comprised of 134 companies with 47 manufacturing and 87 assembly operations in more than 100 countries. Hunter Douglas employs about 23,000 people and had sales in 2020 of USD 3.5 billion.
For further information, contact:
Hunter Douglas N.V. Bergson Beheer B.V.
Leen Reijtenbagh (Chief Financial Officer) Dr. Christopher King
This is a joint press release by the Offeror and Hunter Douglas in connection with the Offer pursuant to Section 10, paragraph 3 and Section 18a of the Decree.
This press release will also be published in Dutch. In the event of any contradictions between the Dutch and English version, the English version will prevail.
The information in the press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities.
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, the Offeror and Hunter Douglas 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 the Offeror, nor Hunter Douglas, nor any of their advisors assumes any responsibility for any violation of any of these restrictions. Any shareholder of Hunter Douglas who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.