AMSTERDAM, The Netherlands – D.E MASTER BLENDERS 1753 N.V. (“DEMB” or the “Company”) reports that the Company’s Shareholders on July 31, 2013 voted in favor of all resolutions during the Extra Ordinary General Meeting of Shareholders (EGM) that was held today.
49.38% of D.E MASTER BLENDERS 1753’s total share capital issued and outstanding was present or represented at the EGM.
The following resolutions, all of which relate to the Offer by Oak Leaf B.V. for all outstanding shares of DEMB, were approved:
- amendment of the Articles of Association to take effect upon the Settlement Date of the Offer;
- appointments of Mr B. Becht, Mr P. Harf, Mr O. Goudet, Mr A. Van Damme, Mr B. Trott, Mr A. Santo Domingo as Non-Executive Directors and Mr. M.M.G. Cup as Executive Director to take effect upon the Settlement Date;
- discharge from liability of Mr J. Bennink, Mr N.R. Sorensen-Valdez, Mrs M.M.M. Corrales, Mrs G.J.M. Picaud and Mrs S.E. Taylor as Non-Executive Directors to take effect upon the Settlement Date;
- discharge from liability of Mr A. Illy and Mr. R. Zwartendijk as Non-Executive Directors that stay on until the date of the EGM to take effect upon the Settlement Date;
- the triangular legal merger with Oak Sub B.V. (as acquiring company) and New Oak B.V. (as group company of the acquiring company) in accordance with the merger proposal as drawn up by the Boards of Directors of the merging companies, subject to the conditions that (i) the Acceptance Level immediately after the Post-Closing Acceptance Period is less than 95% of all shares in the share capital of the Company on a fully diluted basis and (ii) the Offeror resolves to pursue the Post-Closing Merger and Liquidation, all conditional to the Offer being declared unconditional; and
- discharge from liability of Mr. C.J.A. van Lede and Mr. M.J. Herkemij as former members of the Board of Directors.
Acceptance Period and Offer documentation The Acceptance Period of the Offer ends at 17:40 hours CET (11:40 ET) on August 15, 2013, unless extended. The Settlement Date is expected to occur within three Dutch Business Days after the Offer has been declared unconditional.
The Offer Memorandum and the Solicitation/Recommendation Statement on Schedule 14D-9 (including the Position Statement) contain important information that should be read carefully before any decision is made to tender Shares under the Offer.
Shareholders are advised to seek independent advice where appropriate to reach a balanced judgment in respect of the contents of these documents and the Offer itself.
In addition, Shareholders may wish to consult with their tax advisers regarding the tax consequences of tendering their Shares under the Offer.
The Offer Memorandum and the Position Statement are available at no charge on the websites of the SEC (www.sec.gov) and the Company (www.demasterblenders1753.com).
Copies of the Offer Memorandum are also available free of charge at the offices of the Company and the Exchange Agent (Rabobank International).
Restrictions The Offer is being made in, and from, the Netherlands with due observance of the statements, conditions and restrictions included in the Offer Memorandum.
Without prejudice to the Offeror’s right to reject defective tenders, the Offeror reserves the right to accept any tender under the Offer, which is made by, or on behalf of, a Shareholder, even if it has not been made in the manner set out in the Offer Memorandum.
The distribution of the Offer Memorandum and the making of the Offer in jurisdictions other than the Netherlands and the U.S. may be restricted or prohibited by law.
We are currently not aware of any jurisdiction where the making of the Offer is restricted or prohibited by law. If we become aware of any such restriction or prohibition on the making of the Offer or the acceptance of the Shares, we will make a good faith effort to comply or seek to have such prohibition or restriction declared inapplicable to the Offer.
If, after a good faith effort, we cannot comply, we will not make the Offer to, nor will we accept tenders from or on behalf of, the holders of Shares in that jurisdiction. If you are in any doubt as to your eligibility to participate in the Offer, you should contact your professional adviser immediately.
