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10-08-2007

Recommended cash offer of EUR 47 per share for all of the issued and outstanding ordinary shares of Stork



This is a joint press release of Stork N.V. and London Acquisition B.V. pursuant to the provisions of Section 9b, subsection 1, of the Dutch Securities Trade Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995). Not for release, distribution or publication, in whole or in part, in the United States of America, Japan or Canada.
 
With reference to the press releases dated 19 June 2007, 26 June 2007 and 25 July 2007, Stork N.V. ("Stork" or the "Company") and London Acquisition B.V. ("London Acquisition" or "the Offeror"), a holding company controlled by funds managed and advised by, or affiliated with, Candover[1], jointly announce today that the Offeror is making a recommended public offer for all of the issued and outstanding shares in the share capital of Stork (the "Shares"). Reference is made to the advertisements published in the Daily Official List and the NRC Handelsblad.
 
The Offer is on the terms of and subject to the conditions and restrictions contained in the offer memorandum dated 10 August 2007 ("Offer Memorandum"), the availability of which is further described below.
 
Key Highlights
 
  • The Offer is an all-cash offer for all the Shares at an offer price of EUR 47 ex dividend per ordinary share[2];
 
  • The acceptance period will begin on 13 August at 09:00 hours CET and will end on 4 September at 15:00 hours CET;
 
  • Stork will convene an EGM on 27 August 2007 to explain and discuss the Offer;
 
  • The Offer is fully and unanimously supported and unanimously recommended by the Supervisory Board, including the Extraordinary Supervisory Board members, and the Management Board of Stork;
 
 
  • Stork's shareholders Centaurus and Paulson, have collectively committed to tender such number of Shares representing approximately 33% of Stork's issued and outstanding share capital under the same terms and conditions of the Offer as described in the Offer Memorandum;
 
  • The conditions to the Offer include an acceptance level of at least 80%, with a unilateral possibility for the Offeror to waive-down to 65%. A further waive-down to 51% with Stork's approval is possible;
 
  • The Offeror supports the strategy of the Management Board of growing the three businesses autonomously and by selective acquisitions;
 
  • The Offer is believed to create a more stable environment for Stork, its employees and customers;
 
  • The Stork works council has rendered positive advice on the Offer and the financing thereof;
 
  • All existing rights of the employees will be respected by the Offeror. There will be no direct negative employment consequences for the Stork Group as a whole as a direct result of the Offer.

Click on the PDF below for the complete Press Release

[1] Candover means Candover Investments plc and / or one or more of its subsidiaries, including Candover Partners Limited as Manager of the Candover 2005 Fund.
[2] The Offer Price is ex dividend, which reflects that the Company has paid the dividend over 2006 and has committed not to declare any dividends or distributions on Shares prior to settlement of the Offer

PDF Recommended offer Candover

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