Hunter Douglas tender offer honoured, clearing price EUR 44,00
Hunter Douglas tender offer honoured, clearing price EUR 44,00
Hunter Douglas tender offer honoured, clearing price EUR 44,00Rotterdam, August 2, 2005 Hunter Douglas and Bergson announce that the reverse bookbuilding cash tender offer 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) has been honoured by Bergson.
Common shares tendered and clearing price
At the closing of the offer period, at 15.00 hours CET on 29 July 2005, 14,858,733 common shares had been tendered under the offer, of which 14,794,374 common shares at or below the target price and 10,685,328 common shares at or below the clearing price of EUR 44.00.
Acceptance of common shares
ergson has accepted 10,500,000 common shares at the clearing price of EUR 44.00 in cash cum dividend per common share. The proportional acceptance system, as described in the offer document, applies as more than 10,500,000 common shares have been tendered at or below the clearing price.
The 10,135,230 common shares tendered below the clearing price are accepted in full. Of the common shares tendered exactly at the clearing price, 44,569 common shares comprise the aggregate guaranteed purchase level of up to the first 500 common shares per tender by each tendering shareholder of common shares at the clearing price. As described in the offer document, the common shares that fall under the guaranteed purchase level are accepted in full. Of the remaining 505,529 common shares tendered exactly at the clearing price, 320,201 common shares are accepted pro rata, representing approximately 63% of the common shares tendered at the clearing price, excluding the common shares that fall under the guaranteed purchase level. Of the common shares tendered exactly at the clearing price, 185,328 common shares (37%) are not accepted under the offer. All common shares accepted under the offer will be acquired by Bergson at the clearing price. Of the 10.5 million common shares accepted under the offer 2.5 million common shares will be acquired from Mrs. Lynton, the sister of Mr. R. Sonnenberg.
Payment and delivery
As provided in the offer document, delivery of the common shares to Bergson and payment to the common shareholders who have tendered their common shares before 15.00 hours on July 29, 2005 and which have been accepted by Bergson under the offer, will take place on August 9, 2005. The clearing price will be paid upon delivery of the corresponding tendered and accepted common share.
Shares controlled by Mr. R. Sonnenberg
Following the delivery of tendered and accepted common shares, Mr. R. Sonnenberg directly, indirectly or through trusts, holds or controls 30,075,148 common shares (71.7% of total number of issued common shares). At that time, Mr. R. Sonnenberg will be able to exercise 85.2% of the voting rights (excluding treasury stock) in the general meeting of shareholders of Hunter Douglas. Mr. R. Sonnenberg holds or controls 54,807,000 preferred shares (97.4% of total number of issued preferred shares) and none of the cumulative preference shares issued on June 30, 2005.
This is an announcement as mentioned in Section 9b paragraph 1 of the Securities Market Supervision Decree (Besluit toezicht effectenverkeer 1995).
For further information from Hunter Douglas N.V.:
Margaret van Kempen
Van Kempen Public Relations & Public Affairs
Phone +31 (0)70 346 3760
Fax: +31 (0)70 346 1784
Mob.: + 31 (0)653 805 856
m.vankempen@kempenpr.nl
For further information from Bergson Holdings N.V.:
Christopher C. King
Vice President
Phone: +41 79 219 6911
christopherking@bluewin.ch
Common shares tendered and clearing price
At the closing of the offer period, at 15.00 hours CET on 29 July 2005, 14,858,733 common shares had been tendered under the offer, of which 14,794,374 common shares at or below the target price and 10,685,328 common shares at or below the clearing price of EUR 44.00.
Acceptance of common shares
ergson has accepted 10,500,000 common shares at the clearing price of EUR 44.00 in cash cum dividend per common share. The proportional acceptance system, as described in the offer document, applies as more than 10,500,000 common shares have been tendered at or below the clearing price.
The 10,135,230 common shares tendered below the clearing price are accepted in full. Of the common shares tendered exactly at the clearing price, 44,569 common shares comprise the aggregate guaranteed purchase level of up to the first 500 common shares per tender by each tendering shareholder of common shares at the clearing price. As described in the offer document, the common shares that fall under the guaranteed purchase level are accepted in full. Of the remaining 505,529 common shares tendered exactly at the clearing price, 320,201 common shares are accepted pro rata, representing approximately 63% of the common shares tendered at the clearing price, excluding the common shares that fall under the guaranteed purchase level. Of the common shares tendered exactly at the clearing price, 185,328 common shares (37%) are not accepted under the offer. All common shares accepted under the offer will be acquired by Bergson at the clearing price. Of the 10.5 million common shares accepted under the offer 2.5 million common shares will be acquired from Mrs. Lynton, the sister of Mr. R. Sonnenberg.
Payment and delivery
As provided in the offer document, delivery of the common shares to Bergson and payment to the common shareholders who have tendered their common shares before 15.00 hours on July 29, 2005 and which have been accepted by Bergson under the offer, will take place on August 9, 2005. The clearing price will be paid upon delivery of the corresponding tendered and accepted common share.
Shares controlled by Mr. R. Sonnenberg
Following the delivery of tendered and accepted common shares, Mr. R. Sonnenberg directly, indirectly or through trusts, holds or controls 30,075,148 common shares (71.7% of total number of issued common shares). At that time, Mr. R. Sonnenberg will be able to exercise 85.2% of the voting rights (excluding treasury stock) in the general meeting of shareholders of Hunter Douglas. Mr. R. Sonnenberg holds or controls 54,807,000 preferred shares (97.4% of total number of issued preferred shares) and none of the cumulative preference shares issued on June 30, 2005.
This is an announcement as mentioned in Section 9b paragraph 1 of the Securities Market Supervision Decree (Besluit toezicht effectenverkeer 1995).
For further information from Hunter Douglas N.V.:
Margaret van Kempen
Van Kempen Public Relations & Public Affairs
Phone +31 (0)70 346 3760
Fax: +31 (0)70 346 1784
Mob.: + 31 (0)653 805 856
m.vankempen@kempenpr.nl
For further information from Bergson Holdings N.V.:
Christopher C. King
Vice President
Phone: +41 79 219 6911
christopherking@bluewin.ch
