Hunter Douglas offers to purchase up to 13.4 mln of its common shares
Hunter Douglas offers to purchase up to 13.4 mln of its common shares
Rotterdam, March 20, 2008 - Hunter Douglas, the world market leader in window coverings announces a public offer to purchase for cash up to 13,441,243 of its common shares held by minority shareholders at EUR 43.00 per common share (the "Offer").
The Offer and Offer Memorandum
The Offer is stated in an Offer Memorandum dated March 20, 2008 which, together with the 2007 Annual Report of Hunter Douglas is available today on Hunter Douglas' website, www.hunterdouglasgroup.com. The Offer Memorandum is also available at the head office of Hunter Douglas (telephone +31 (0)10 486 9911) and at the office of ING Corporate Finance (telephone +31 (0)20 563 8535, email cfprospectus@ingcf.com) as from today. The Offer Memorandum is in English and includes a summary in Dutch. The Offer is only made in jurisdictions where applicable legislation permits.
The Offer is made subject to the conditions and restrictions set forth in the Offer Memorandum, including among others, the condition that the AEX index does not close below 375 on the last date of the Offer period. The Offer is not conditioned upon any minimum number of common shares being tendered and it is not extended to the 28.8 mln common shares held by Bergson, a corporation controlled by Mr. R. Sonnenberg.
The Offer period
The Offer begins on March 21, 2008 at 09.00 hours and will end on April 21, 2008 at 17.40 hours. There will be no subsequent Offer period (na-aanmeldingstermijn). Within two Euronext Amsterdam Stock Exchange days after the closing of the Offer period Hunter Douglas will announce whether the Offer has become unconditional and binding. If at the date of such announcement any one of the conditions to the Offer is not met, at its discretion Hunter Douglas may waive the condition or extend the Offer period. Settlement of the Offer will take place within three Euronext Amsterdam Stock Exchange days after the announcement that the Offer has become unconditional.
Position of the Independent Directors of the Board
The Board, represented by its Independent Directors, Messrs. Andriessen, Boonstra, Van den Hoven and Van Tooren, has resolved to make the Offer, but does not make any recommendation to common shareholders whether to tender or refrain from tendering common shares.
Information Meeting
On 3 April 2008 at 14.00 hours an Information Meeting will be held for shareholders and analysts at the headquarters of Hunter Douglas in Rotterdam. Shareholders who wish to attend the meeting should request a certificate of shares through their bank or broker from ING Wholesale Banking Securities Services by March 31, 2008 and bring this certificate to the meeting.
Further information
The full terms of the Offer are contained in the Offer Memorandum. Common shareholders are advised to review the Offer Memorandum and seek independent advice in order to reach a decision on the Offer.
Hunter Douglas is presently not considering to delist the common shares. Pursuant to section 56a of the Dutch Exemption Regulation of the Financial Markets Supervision Act (Vrijstellingsregeling Wft), the Offer is exempted from Dutch public offer rules and regulations. This Press Release is pursuant to section 5:59 of the Dutch Financial Markets Supervisions Act (Wet op het financieel toezicht) and is not for publication in Australia, Canada or Japan.
For further information contact:
Leen Reijtenbagh
Chief Financial Officer
Tel. +31 10 486 9582
E-mail: l.reijtenbagh@hdnv.nl
Website: www.hunterdouglasgroup.com
The Offer and Offer Memorandum
The Offer is stated in an Offer Memorandum dated March 20, 2008 which, together with the 2007 Annual Report of Hunter Douglas is available today on Hunter Douglas' website, www.hunterdouglasgroup.com. The Offer Memorandum is also available at the head office of Hunter Douglas (telephone +31 (0)10 486 9911) and at the office of ING Corporate Finance (telephone +31 (0)20 563 8535, email cfprospectus@ingcf.com) as from today. The Offer Memorandum is in English and includes a summary in Dutch. The Offer is only made in jurisdictions where applicable legislation permits.
The Offer is made subject to the conditions and restrictions set forth in the Offer Memorandum, including among others, the condition that the AEX index does not close below 375 on the last date of the Offer period. The Offer is not conditioned upon any minimum number of common shares being tendered and it is not extended to the 28.8 mln common shares held by Bergson, a corporation controlled by Mr. R. Sonnenberg.
The Offer period
The Offer begins on March 21, 2008 at 09.00 hours and will end on April 21, 2008 at 17.40 hours. There will be no subsequent Offer period (na-aanmeldingstermijn). Within two Euronext Amsterdam Stock Exchange days after the closing of the Offer period Hunter Douglas will announce whether the Offer has become unconditional and binding. If at the date of such announcement any one of the conditions to the Offer is not met, at its discretion Hunter Douglas may waive the condition or extend the Offer period. Settlement of the Offer will take place within three Euronext Amsterdam Stock Exchange days after the announcement that the Offer has become unconditional.
Position of the Independent Directors of the Board
The Board, represented by its Independent Directors, Messrs. Andriessen, Boonstra, Van den Hoven and Van Tooren, has resolved to make the Offer, but does not make any recommendation to common shareholders whether to tender or refrain from tendering common shares.
Information Meeting
On 3 April 2008 at 14.00 hours an Information Meeting will be held for shareholders and analysts at the headquarters of Hunter Douglas in Rotterdam. Shareholders who wish to attend the meeting should request a certificate of shares through their bank or broker from ING Wholesale Banking Securities Services by March 31, 2008 and bring this certificate to the meeting.
Further information
The full terms of the Offer are contained in the Offer Memorandum. Common shareholders are advised to review the Offer Memorandum and seek independent advice in order to reach a decision on the Offer.
Hunter Douglas is presently not considering to delist the common shares. Pursuant to section 56a of the Dutch Exemption Regulation of the Financial Markets Supervision Act (Vrijstellingsregeling Wft), the Offer is exempted from Dutch public offer rules and regulations. This Press Release is pursuant to section 5:59 of the Dutch Financial Markets Supervisions Act (Wet op het financieel toezicht) and is not for publication in Australia, Canada or Japan.
For further information contact:
Leen Reijtenbagh
Chief Financial Officer
Tel. +31 10 486 9582
E-mail: l.reijtenbagh@hdnv.nl
Website: www.hunterdouglasgroup.com
