Hunter Douglas and Bergson reach agreement regarding tender offer
Hunter Douglas and Bergson reach agreement regarding tender offer
Hunter Douglas and Bergson reach agreement regarding tender offerRotterdam, June 16, 2005 - Hunter Douglas, the world market leader in window coverings and a major manufacturer of architectural products, and Bergson, a holding company formed by Mr. R. Sonnenberg, announce that agreement has been reached between Hunter Douglas and Bergson, regarding a reverse bookbuilding tender offer (in Dutch: "tenderbod") for 10.5 million common shares of Hunter Douglas with a target price ("richtprijs") of EUR 46.00 per common share in cash (cum dividend).
Offer
Bergson will make the offer if the applicable pre offer conditions are fulfilled. These are the issuance of a new class of preference shares following shareholders' approval, absence of a material adverse court decision or administrative orders by regulatory authorities regarding the offer, final agreement on the documentation of the Bergson financing and the absence of a material adverse change in the financial markets or the business and prospects of Hunter Douglas.
Agreement between Hunter Douglas and Bergson
The discussions between Hunter Douglas, represented by the independent members of the Board of Directors, Messrs. J.E. Andriessen, C. Boonstra and H.F. van den Hoven and Bergson regarding the (proposed) offer and related matters have led to the agreement between Bergson and Hunter Douglas that the offer be presented to the shareholders.
Position of the BoardAfter consideration of the interests involved and receipt of advice of independent legal and financial advisors, the independent members of the Board of Directors are of the opinion that the common shareholders should be offered the opportunity to consider whether to tender their common shares in the offer and if so, to determine a tender price.
Further procedure
The offer will be discussed at an Extraordinary Shareholders' Meeting, which will be held in Curaçao on June 30, 2005. The other main agenda item are the proposed changes of Hunter Douglas' Articles of Association to create a new class of preference shares and to bring the Articles of Association in line with the new Civil Code of the Netherlands Antilles. The agenda for the Extraordinary Shareholders' Meeting as well as the proposed changes of the Articles of Association will be available (free of charge) at the head office of Hunter Douglas as of June 17, 2005.
If the proposed amendments of the Hunter Douglas' Articles of Association are adopted, the new class of preference shares will be issued to ING Corporate Investments Participaties B.V. As a result of this issuance, the nominal share capital held or controlled by Mr. R. Sonnenberg and Bergson in Hunter Douglas will decrease from 78.3% to 22.1% allowing Bergson to make the offer under the applicable Dutch regulations.
Following the issuance of the cumulative preference shares, but prior to the acquisition of common shares under the offer, Mr. R. Sonnenberg would directly, indirectly or through trusts, hold or control 54,807,000 preference shares (97.4%), 22,075,148 common shares (52.6%), 200,000 common share options and none of the cumulative preference shares. Mr. R. Sonnenberg would be able to exercise 77.1% of the voting rights (excluding treasury stock) in the general meeting of shareholders of Hunter Douglas.
If the amendments of the Hunter Douglas' Articles of Association are approved and the cumulative preference shares are issued, this will be publicly announced on June 30 or July 1, 2005. The offer is expected to be announced at the same time. The offer will be made by making the offer document containing the terms and conditions of, and more detailed information on, the offer publicly available.
For further details of, and background to the intended offer, including the explanation of the proportional acceptance system approved by the Authority for the Financial Markets, the new class of preference shares, the 2.5 million common shares to be tendered in the offer by the Lynton Trust for a tender price of EUR 37.00, and the shareholding of Mr. R. Sonnenberg, reference is made to the press releases issued by Hunter Douglas and Bergson on June 1, 2005 and May 3, 2005, respectively. Detailed information on these matters will also be provided in the offer document.
This press release is a public announcement within the meaning of section 9(b) paragraph 2 sub f of the Securities Market Supervision Decree (Besluit toezicht effectenverkeer 1995).
This press release is also published in Dutch. If there are any inconsistencies between the Dutch and English versions, the Dutch version prevails.
Further announcements will follow when appropriate.
For further information from Hunter Douglas:
W. Oppliger
Chief Financial Officer
Phone: +41 41 419 2772
woppliger@hdml.ch
For further information from Bergson:
Christopher C. King
Vice President
Phone: +41 79 219 6911
christopherking@bluewin.ch
Offer
Bergson will make the offer if the applicable pre offer conditions are fulfilled. These are the issuance of a new class of preference shares following shareholders' approval, absence of a material adverse court decision or administrative orders by regulatory authorities regarding the offer, final agreement on the documentation of the Bergson financing and the absence of a material adverse change in the financial markets or the business and prospects of Hunter Douglas.
Agreement between Hunter Douglas and Bergson
The discussions between Hunter Douglas, represented by the independent members of the Board of Directors, Messrs. J.E. Andriessen, C. Boonstra and H.F. van den Hoven and Bergson regarding the (proposed) offer and related matters have led to the agreement between Bergson and Hunter Douglas that the offer be presented to the shareholders.
Position of the BoardAfter consideration of the interests involved and receipt of advice of independent legal and financial advisors, the independent members of the Board of Directors are of the opinion that the common shareholders should be offered the opportunity to consider whether to tender their common shares in the offer and if so, to determine a tender price.
Further procedure
The offer will be discussed at an Extraordinary Shareholders' Meeting, which will be held in Curaçao on June 30, 2005. The other main agenda item are the proposed changes of Hunter Douglas' Articles of Association to create a new class of preference shares and to bring the Articles of Association in line with the new Civil Code of the Netherlands Antilles. The agenda for the Extraordinary Shareholders' Meeting as well as the proposed changes of the Articles of Association will be available (free of charge) at the head office of Hunter Douglas as of June 17, 2005.
If the proposed amendments of the Hunter Douglas' Articles of Association are adopted, the new class of preference shares will be issued to ING Corporate Investments Participaties B.V. As a result of this issuance, the nominal share capital held or controlled by Mr. R. Sonnenberg and Bergson in Hunter Douglas will decrease from 78.3% to 22.1% allowing Bergson to make the offer under the applicable Dutch regulations.
Following the issuance of the cumulative preference shares, but prior to the acquisition of common shares under the offer, Mr. R. Sonnenberg would directly, indirectly or through trusts, hold or control 54,807,000 preference shares (97.4%), 22,075,148 common shares (52.6%), 200,000 common share options and none of the cumulative preference shares. Mr. R. Sonnenberg would be able to exercise 77.1% of the voting rights (excluding treasury stock) in the general meeting of shareholders of Hunter Douglas.
If the amendments of the Hunter Douglas' Articles of Association are approved and the cumulative preference shares are issued, this will be publicly announced on June 30 or July 1, 2005. The offer is expected to be announced at the same time. The offer will be made by making the offer document containing the terms and conditions of, and more detailed information on, the offer publicly available.
For further details of, and background to the intended offer, including the explanation of the proportional acceptance system approved by the Authority for the Financial Markets, the new class of preference shares, the 2.5 million common shares to be tendered in the offer by the Lynton Trust for a tender price of EUR 37.00, and the shareholding of Mr. R. Sonnenberg, reference is made to the press releases issued by Hunter Douglas and Bergson on June 1, 2005 and May 3, 2005, respectively. Detailed information on these matters will also be provided in the offer document.
This press release is a public announcement within the meaning of section 9(b) paragraph 2 sub f of the Securities Market Supervision Decree (Besluit toezicht effectenverkeer 1995).
This press release is also published in Dutch. If there are any inconsistencies between the Dutch and English versions, the Dutch version prevails.
Further announcements will follow when appropriate.
For further information from Hunter Douglas:
W. Oppliger
Chief Financial Officer
Phone: +41 41 419 2772
woppliger@hdml.ch
For further information from Bergson:
Christopher C. King
Vice President
Phone: +41 79 219 6911
christopherking@bluewin.ch
