Update on intragroup transfers and assignment by Bergson Holdings
Rotterdam 20 January 2021 – Reference is made to the joint press release by Bergson Holdings B.V. ("Bergson Holdings") and Hunter Douglas N.V. ("Hunter Douglas") dated 12 December 2020 in respect of the intended recommended public offer to be made by Bergson Holdings for all issued and outstanding common shares in the capital of Hunter Douglas at an offer price of EUR 64 in cash per share (cum dividend) (the "Offer").
On 12 December 2020, Bergson Holdings and the Hunter Douglas entered into a merger agreement setting out their respective rights and obligations with respect to the Offer (the "Merger Agreement"). Bergson Holdings has assigned all of its rights and obligations under the Merger Agreement to Bergson Beheer B.V. ("Bergson Beheer"), in accordance with and as allowed under the terms of the Merger Agreement. Mr. R. Sonnenberg is the sole (indirect) shareholder of both Bergson Holdings and Bergson Beheer.
Pursuant to Section 5, paragraphs 4 and 5 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree"), Bergson Holdings announces that it transferred on 21 December 2020 28,764,039 common shares of Hunter Douglas held by it to Bergson Beheer in exchange for 28,764,039 common shares in the capital of Bergson Beheer. Bergson Beheer has not paid any other consideration in exchange for this transfer of shares.
In addition, Bergson Holdings announces that today it transferred 412,540 common shares of Hunter Douglas held by it to Bergson Beheer in exchange for 412,540 common shares in the capital of Bergson Beheer. Bergson Beheer has not paid any other consideration in exchange for this transfer of shares.
Bergson Holdings currently holds no common or preference shares of Hunter Douglas. Bergson Beheer currently holds 29,176,579 common shares and 34,242,517 preference shares of Hunter Douglas, representing 91.59% of the issued and outstanding share capital of Hunter Douglas on the date hereof.
To the extent permissible under applicable law and regulations, Bergson Holdings may from time to time after the date hereof, and other than pursuant to the intended Offer, directly or indirectly purchase, or arrange to purchase, common shares in the capital of Hunter Douglas that are the subject of the Offer. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release to inform shareholders of such information, which will be made available on the website of Hunter Douglas (www.hunterdouglasgroup.com) and on the website of Bergson Holdings (www.bergson-holdings.com).
For further information, contact:
Hunter Douglas N.V. Bergson Holdings B.V.
Leen Reijtenbagh Bergson Beheer B.V.
Chief Financial Officer Dr. Christopher King
Tel: +31 10 4869 582 Tel: +41414192774
This is a joint press release by Bergson Holdings and Hunter Douglas in connection with the intended Offer pursuant to Section 5, paragraph 4 and 5 of the Decree.
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. Any offer will be made only by means of an offer memorandum approved by the AFM.
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, Bergson Holdings 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 Bergson Holdings, 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.