VDL Groep: intention to submit offer memorandum to AFM
VDL Groep B.V. (VDL) has taken note of the joint press release of Infestos Sustainability B.V. (Infestos) and Neways Electronics International N.V. (Euronext Amsterdam: NEWAY) (Neways) of 24 June 2021. It announced that Infestos will make an offer, supported by Neways, for all outstanding and issued shares in Neways for an offer price of € 14.55 per Neways share (cum dividend) (the Infestos Offer).
Reference is made to VDL’s press release of 28 May 2021 regarding the announcement of the intention of a public bid by VDL or one of its group companies or affiliates for all issued and outstanding shares in the capital of Neways for an offer price of € 13.00 per Neways share (cum dividend) (the VDL Offer).
VDL will consider its position in the light of the Infestos Offer, including the possibility of matching the Infestos Offer in the considerations. At present, VDL does not intend to make an offer with an offer price per Neways share that is higher than the offer price per Neways share under the Infestos Offer. If and as soon as VDL has made a decision about the route to be followed, VDL will announce this in a press release. Such an announcement is expected to be made no later than 8 July 2021. If VDL announces that the VDL Offer will be continued (at the current offer price of € 13.00 per Neways share or at a higher offer price), then the announcement will also set out the conditions for the fulfilment of the VDL Offer.
Under the irrevocable undertakings obtained by VDL from shareholders to offer their shares under the VDL Offer, the relevant shareholders may terminate the respective irrevocable undertakings if an alternative transaction is announced in which the offer price is at least 10% higher than the offer price under the VDL Offer, which higher offer price has not been matched by VDL within ten (10) working days from the date on which the alternative transaction is announced. The offer price of € 14.55 per Neways share under the Infestos Offer announced on 24 June 2021 is at least 10% higher than the offer price of € 13.00 per Neways share under the VDL Offer. Based on the irrevocable undertakings, VDL therefore has until 8 July 2021 to match the offer price per Neways share under the Infestos Offer.
In the meantime, the preparations for the VDL Offer will continue. In that context, the following will apply:
· the VDL Offer will be continued and made by VDL Beleggingen B.V. (VDL Beleggingen), a party affiliated with VDL. On the date of this press release, VDL Beleggingen holds the 27.63% interest in Neways referred to in previous press releases;
· VDL Beleggingen will submit an application for approval of the offer memorandum regarding the VDL Offer to the Dutch Authority for the Financial Markets (AFM) no later than 20 August 2021; and
· VDL Beleggingen hereby confirms that it has the financial resources to fulfil the VDL Offer and to pay the consideration to be paid under the VDL Offer for the acquisition of the shares and related costs. VDL Beleggingen will finance the Offer through its own cash reserves. One or more shareholders of VDL Beleggingen will make the necessary resources available, whether or not by means of a share premium.
For the record, the foregoing will not apply if VDL decides not to make the VDL Offer.
Irrevocable undertakings shareholders
The irrevocable undertakings from Neways shareholders to offer their shares, including VDL’s interest, represent a total of 68.70% of the issued and outstanding capital of Neways. If the relevant shareholders are obliged under the irrevocable commitments to report the Neways shares they hold under the VDL Offer (for example, because VDL decides to match the offer price under the Infestos Offer), notification under the VDL Offer of the irrevocably committed shares will take place at the same offer price and under the same conditions as those applicable to the VDL Offer. No information relevant to Neways shareholders has been provided to the shareholders concerned other than the information to be included in the offer memorandum that will be published when the VDL Offer, if any, is made.