AMSTERDAM/HAARLEM, Netherlands – Oak Leaf B.V. (“Oak Leaf”), a newly incorporated company wholly owned by a Joh. A. Benckiser led investor group, announces that it declares its offer for D.E MASTER BLENDERS 1753 N.V. (“DEMB”) unconditional. All conditions for a successful offer have been satisfied or waived.
In addition, the JAB-led investor group and DEMB announce the intention to appoint Pierre Laubies as CEO and executive Board member of DEMB.
Highlights
- Oak Leaf declares its public offer for all Shares unconditional
- Pierre Laubies proposed as new CEO of DEMB
- 91.84% of all Shares committed
- All Offer Conditions have been satisfied or waived
- Settlement will take place on 23 September 2013
- Remaining Shares can be tendered in a Post-Closing Acceptance Period ending on 25 September 2013
Status of the Offer
All conditions for the Offer, as described in the Offer Memorandum, have been satisfied or, in the case of the 95% minimum acceptance condition, waived.
At 17:40 hours CET (11:40 hours EST) on 17 September 2013, being the Acceptance Closing Date, 456,812,887 Shares, representing approximately 76.79%% of the Shares and an aggregate value of approximately EUR 5.7 billion (at the offer price of EUR 12.50 per Share), had been tendered to Oak Leaf.
The Shares tendered under the Offer, together with the 89,532,998 Shares held by Acorn Holdings B.V., an indirect 100% shareholder of Oak Leaf, prior to commencement of the Offer, amount to a total of 546,345,885
Shares, representing approximately 91.84% of the Shares and an aggregate value of approximately EUR 6.8 billion (at the offer price of EUR 12.50 per Share).
Settlement Date
With reference to the Offer Memorandum, Shareholders who accepted the Offer shall receive an amount of EUR 12.50 per Share cum dividend (the “Offer Price”) for each Share validly tendered (or defectively tendered provided that such defect has been waived by Oak Leaf) and delivered (geleverd) under the terms and conditions and subject to the restrictions of the Offer.
Payment of the Offer Price per Share shall occur on 23 September 2013 (the “Settlement Date”).
Board Appointments
As per 23 September 2013, the appointments of Bart Becht, Peter Harf, Olivier Goudet, Alexandre Van Damme, Byron Trott, Alejandro Santo Domingo as non-executive directors and Michel Cup as executive director to the Board will become effective.
Bart Becht will become the new Chairman of the Board of DEMB. Furthermore, the resignations of Norman Sorensen, Jan Bennink, Sandra Taylor, Maria Corrales and Géraldine Picaud as members of the Board will become effective on the same day. Andrea Illy and Rob Zwartendijk will remain members of the Board of DEMB until delisting of the Company and initiation of the Statutory Buy-Out proceedings or completion of the Legal Merger (as the case may be).
Proposed CEO appointment
The nomination of Pierre Laubies as executive member of the Board and CEO of DEMB will be proposed to DEMB’s Extraordinary General Meeting of Shareholders to be held as soon as practically possible, unless the Post-Closing Merger and Liquidation is implemented in which case he will be appointed as soon as Oak Leaf becomes the sole shareholder of D.E Master Blenders 1753 B.V. (the legal successor of DEMB).
Pierre Laubies will replace Jan Bennink, who resigns as CEO ad interim of DEMB.
Bart Becht, incoming chairman for DEMB said: “We would like to thank Jan for his visionary leadership as Chairman and more recently as CEO of DEMB and the contributions he has made for the stakeholders and the brands of DEMB over the last two years.
Clearly the business is in much better shape than when Jan, his team and the current Board took over. We would also like to thank Jan for his many efforts and counsel during this period of transition. We wish him and all parting Board members the best for the future.”
Pierre Laubies, of French nationality, has over 25 years of experience in the fast moving consumer goods industry. Pierre will contribute a wealth of leadership experience both in European as well as emerging markets of businesses significantly larger than DEMB.
Pierre spent most of his career at Mars, Inc. He joined Mars in 1985 from French automaker, Renault, where he served as financial auditor. During his first 10 years with Mars, he held a number of finance and sales roles in Europe, leading both the strategy and finance functions for France and the entire European region.
