Gilde leads investors consortium acquire TenCate

Gilde leads investors consortium to acquire TenCate

5:21 PM, 20th July 2015
Gilde leads investors consortium to acquire TenCate

ALMELO/UTRECHT, NETHERLANDS: Royal Ten Cate NV and Tennessee Acquisition BV, a company controlled by a consortium of investors led by Gilde Buy Out Partners and also including Parcom Capital and ABN Amro Participaties said that they have reached conditional agreement on an intended recommended full public offer for TenCate of €24.60 in cash per ordinary share of TenCate. The offer price represents a premium of 26.8 percent to the closing price of 17 July. The offer values 100 percent of the issued shares at approximately €675 million ($731.5 million). 

The transaction is expected to commence in Sept or Oct 2015.

“There is a clear commitment to support our strategy, which means we can invest in our product-market-technology combinations, thereby further strengthening our leading market positions. The boards consider the offer to be in the best interest of TenCate and we therefore fully support and unanimously recommend the offer,” said Loek de Vries, president and chief executive officer, TenCate.

“TenCate’s market groups hold leadership positions in a number of high growth, specialised niche markets and we aim to support each of them the best we can. Together with our co-investors Parcom Capital and ABN Amro Participaties, we are delighted at the prospect of working with TenCate management and supporting them in the next stage of the company’s development,” said Hein Ploegmakers, partner, Gilde.

The TenCate Group will be able to invest in its five market groups and as part of an effective buy & build strategy, strengthen these market groups further through acquisitions.

If the offer agreement is terminated following an announcement of a competing offer or other reasons, TenCate shall pay an amount equal to 0.75 percent of the aggregate consideration for all issued and outstanding shares.

If Gilde acquires 95 percent or more of the issued shares, TenCate intends to delist from Euronext Amsterdam.

NIBC Bank has issued a fairness opinion to the supervisory board. Both have opined that the offer price is fair. Delta Lloyd Deelnemingen Fonds NV, Delta Lloyd Levensverzekeringen NV and Delta Lloyd L European Participation Fund have irrevocably undertaken to accept the offer. In addition, Vries, CEO of TenCate, has also irrevocably agreed to support and accept the offer. These irrevocable commitments together represent approximately 16 percent of all issued and outstanding Shares.

ABN AMRO Bank NV and Rabobank are acting as financial advisors to TenCate and De Brauw Blackstone Westbroek NV is acting as legal advisor to TenCate. Allen & Overy is acting as legal advisor to the supervisory board. Hill+Knowlton Strategies is acting as communications advisor to TenCate. ING Corporate Finance is acting as exclusive financial advisor and Clifford Chance is acting as legal advisor to Gilde.

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