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Monday 23 December 2024
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GLOBAL – Oak Leaf declares offer for D.E MASTER BLENDERS 1753 unconditional

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In 1995, Pierre became President of the CIS region, where he led the team credited with revitalizing the Russian business and leaving the legacy of a healthy business model and solid talent pool.

In 1999, Pierre left Mars to become President of Campbell Europe, but he rejoined Mars in 2002 as head of the Latin American business. In 2004 he was appointed President of Western Europe, Mars’ largest regional market, and relocated to Brussels.

He served in this role until being named President of Global Petcare in 2009 (Mars’ largest segment), a position from which he retired in 2012.

Post-closing Acceptance Period (na-aanmeldingstermijn)

Oak Leaf grants those Shareholders who have not tendered their Shares under the Offer the opportunity to tender their Shares in a post-closing acceptance period (na-aanmeldingstermijn) commencing on 09:00 hours CET (03:00 hours EST) on 19 September 2013 and expiring at 17:40 hours CET (11:40 hours EST) on 25 September 2013 (the “Post-closing Acceptance Period”). Shareholders can tender their Shares during the

Post-closing Acceptance Period in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum.

Shareholders who tender their Shares during the Post-closing Acceptance Period shall not have the right to withdraw such tendered Shares.

Shares validly tendered (or defectively tendered provided that such defect has been waived by Oak Leaf) during the Post-closing Acceptance Period will immediately be accepted.

Oak Leaf shall arrange for payment for the Shares that are validly tendered (or defectively tendered provided that such defect has been waived by Oak Leaf) and delivered (geleverd) during the Post-closing Acceptance Period within three business days after such Shares are tendered and delivered (geleverd).

Also during the Post-closing Acceptance Period, Shareholders may elect to receive the Offer Price in USD in accordance with section 5.1.2 of the Offer Memorandum.

DE Master Blenders 1753 Implications of the Offer being declared unconditional

Shareholders who did not tender their Shares in the Offer should carefully review Section 6.9 of the Offer Memorandum, which describes certain implications to which they may become subject to when the Offer is declared unconditional (gestanddoening) and settled.

These implications will include the possibility that the Offeror will commence a Statutory Buy-Out or implement the Post-Closing Merger and Liquidation.

The decision whether to implement the Post-Closing Merger and Liquidation will only be made after the Post-closing Acceptance Period, provided that the Offeror will commence a Statutory Buy-Out, if, immediately after the Post-closing Acceptance Period, the Offeror and its Affiliates hold at least 95% of DEMB’s aggregated issued share capital.

In the event the Offeror resolves to implement the Post-Closing Merger and Liquidation, it is possible that trading of the Shares on Euronext Amsterdam (and on any other Dutch trading platforms on which Shares can be traded) will be suspended three Dutch Business Days prior to the effective date of the Legal Merger.

The Offeror has requested the AFM and Euronext Amsterdam to take a decision to that effect, in order to ensure that no trades in the Shares can be made on trading platforms in the three Dutch Business Days preceding the effective date of the Legal Merger which trades would remain unsettled as a result of the Legal Merger becoming effective and the Shares ceasing to exist prior to the settlement of such trade.

If the Legal Merger takes place without such suspension, the Shareholders will continue to be able to trade in the Shares during the three Dutch Business Days prior to the effective date of the Legal Merger.

However, any trades in the Shares executed in such period cannot be settled by delivery of the relevant Shares and the relevant clearing and settlement institution may settle such trades in cash and impose a penalty for the failure to deliver the relevant Shares.

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