This is a joint public announcement by TMC Group N.V. ("TMC") and Time Acquisition B.V. ("Offeror"), a newly incorporated 100% owned subsidiary of funds managed by Gilde Buy Out Partners ("Gilde"). This is not a public announcement that a public offer will be made, but that conditional agreement on a public offer, as presented in this announcement, has been reached. Not for release, publication or distribution, in whole or in part, in or into the United States of America, Australia, Canada, Italy or Japan.
GILDE BUY OUT PARTNERS INTENDS TO MAKE A PUBLIC OFFER FOR TMC GROUP FOR EUR 18.75 PER SHARE IN CASH Board of Directors unanimously recommends the offerUtrecht and Eindhoven, 22 October 2012
Transaction highlights
• Gilde and TMC have reached conditional agreement on an
all-cash public offer by the Offeror for all issued and
outstanding shares in the capital of TMC at a price of EUR
18.75 per share.
• The Board of Directors of TMC fully supports the offer and
unanimously recommends the
proposed offer to the shareholders of TMC; a fairness opinion
issued for this purpose supports this recommendation.
• Gilde supports the growth strategy of TMC and the proposed
transaction will contribute to the accelerated implementation
of this strategy.
• The proposed offer of EUR 18.75 is the highest price ever
for TMC's shares and implies a premium of 25% on the closing
price of TMC's shares on 19 October 2012, the last trading
day prior to publication of this press release and a premium
of approximately 47% based on the average closing price over
the last 12 months prior to the publication of the press
release.
• Major shareholders representing approximately 81% of the
issued share capital in TMC, have irrevocably committed to
tender their shares in the context of the proposed public
offer or to sell their shares to the Offeror.
The proposed offer provides several advantages for TMC, its
shareholders, employees, customers and other stakeholders:
(i) Gilde endorses the overall strategy of the management of
TMC, (ii) Gilde will enable TMC to accelerate its growth
strategy, both through organic growth and acquisitions, by
providing financial and management support, and (iii) the
proposed offer provides existing shareholders the opportunity
to sell their shares in TMC at an attractive premium and
directly realise the potential future
value of their shares.
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Thijs Manders, Chairman of the Board of Directors of TMC: "I
am delighted that after 12 years of entrepreneurship and 6
years after the stock-market listing, TMC will enter into its
next phase. Already from the first discussions with Gilde it
became clear that the vision, business model and
entrepreneurial spirit of TMC are valued and will therefore
be preserved. This is essential to attract the best
employeneurs and retain our people. Our customers will
ultimately benefit from this. I look forward to the coming
years during which I will remain directly involved with TMC
as a shareholder and Chairman of the Board of Directors."
Nikolai Pronk, Managing Director Gilde: "In particular the
entrepreneurial characteristics of the people at TMC have
convinced us of the growth potential of TMC in its home
market, the Netherlands as well as surrounding countries. We
are looking forward to working together with the management
in the coming years to further expand TMC's activities
into new market segments and regions and to provide a
supporting role as a shareholder."
TMC and Gilde jointly announce that they have reached
conditional agreement on an all-cash public offer by the
Offeror to acquire all issued and outstanding shares in the
capital of TMC at a price of EUR 18.75 per share. The offer
conditions and rights and obligations of the Offeror and TMC
with respect to the offer are set out in a merger protocol.
Based on the offer price, the total share capital of TMC is
valued at approximately EUR 69.2 million.
The offer price of EUR 18.75 per share is the highest price
ever for TMC's shares and implies a premium of approximately
25% on the closing price of TMC's shares on 19 October 2012,
the last trading day prior to publication of this press
release and a premium of approximately 47% based on the
average closing price over the last 12 months prior to the
publication of the press release. The bid price is cum
dividend and no dividend announcements are expected before
the intended public offer is completed.
The Board of Directors of TMC has held several meetings with external advisors in relation to all aspects of the proposed offer. After having thoroughly considered the strategic, financial and social aspects of the transaction, including a fairness opinion issued by NIBC Bank N.V. for this purpose, the Board has concluded that the offer is in the best interest of the company, its shareholders and all other stakeholders in TMC and its affiliates. The Board of Directors has decided to fully support the proposed public offer and unanimously recommends it for acceptance by the shareholders. Given a potential conflict of interests, the executive and non-independent members of the Board of Directors have not participated in the decision-making process in relation to the entering into of the merger protocol. Negotiations on the merger protocol between TMC and the Offeror have been conducted by and on behalf of the independent members of the Board of Directors.
Future of TMC
TMC will continue its activities under the same name and as
an independent company. Gilde endorses the vision and growth
strategy as currently carried out by the Board of Directors
of TMC. TMC will have the opportunity to continue to grow and
expand its market position, both organically and through
acquisitions. In addition, Gilde has committed itself to
continue to let the company be run by its current
management team.
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The Offeror will finance the offer with a combination of
equity and debt. The Offeror has obtained, subject to
customary conditions, a full funding commitment from, and
entered into a binding agreement with, its debt financing
providers.
Gilde and TMC expect that the proposed public offer will have
no negative consequences on the employment situation at TMC.
Gilde will enable TMC to continue its current employment
policies and to honour the existing social and pension plans
of its employees.
The agreed conditions for declaring the offer unconditional are customary for a transaction of this nature and size. These conditions include, amongst others: (i) that at least 95% of the issued and outstanding share capital of TMC is tendered under the Offer or otherwise committed to or held by the Offeror, (ii) approval of the Dutch competition authority, and (iii) that no material adverse change with respect to TMC occurs.
Committed sharesMajor shareholders, including Mobion Holding B.V., TMB Holding B.V., Just-Us-2 B.V., Comnaar Investments B.V., S.P.Y.N. Holding B.V. and Todlin N.V., together representing approximately 81% of the issued share capital in TMC, have irrevocably committed to tender their shares in the context of the proposed public offer or sell their shares to the Offeror. Mobion Holding B.V., TMB Holding B.V., Comnaar Investments B.V. and the management of TMC have also committed to participate in the capital of the Offeror when and on the condition that the proposed offer is successfully completed.
Competing offer
The Offeror and TMC may terminate the merger protocol in the
event a bona fide third-party issues a serious and
substantiated competing public offer in cash, subject to
certain additional conditions. Such an offer will have to be
at least 10% higher than the offer price by the Offeror and,
in the reasonable opinion of the Board of Directors of TMC,
be more beneficial in other respects. In this evaluation, the
Board will take into account the interests of the
shareholders and other stakeholders of TMC, the identity and
reputation of the third party offeror, the certainty that the
offer of the third party actually succeeds (including
financing) and the conditions to which the offer is subject
and its proposed timing.
In the event of a competing offer, the Offeror will be given
the opportunity to make a revised offer. TMC
has entered into customary undertakings not to solicit third
party offers.
Over the coming weeks, the parties will take further steps to
finalise the documentation for the proposed offer.
Subsequently the offer, conditional on the offer conditions
having been fulfilled or waived, will be made by the Offeror
through the publication of the offer memorandum. It is
currently expected that this will take place in
mid-November.
It is the intention to delist TMC as soon as possible after
the completion of the offer. In addition, depending on the
number of shares held by the Offeror after completion of the
offer, Gilde expects to initiate a squeeze-out procedure to
acquire the remaining shares in TMC still held by minority
shareholders. Gilde may also undertake alternative steps that
result in a termination of the stock market
listing and/or acquisition of the other remaining shares.
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Since its foundation in June 2000, TMC has focused on
mobilising highly educated technical specialists. We
distinguish ourselves by supplying rare competencies needed
for the development of complex products and projects. Our
focus lies with projects that are of vital importance to our
clients. In addition, we contribute to the project continuity
and flexibility of our clients and we are able to continually
supply them with strategic knowledge.
In 2006 TMC was the first Dutch enterprise to be listed on
the NYSE Alternext - Euronext, at which time TMC Group N.V.
was established. In 2007, TMC acquired Adapté B.V., which is
now called TMC Construction. At mid-2012 TMC has 15 business
cells and 503 Employeneurs.
For more information: Rogier van Beek
CEO / CFO
040-239 22 60 rogier.van.beek@tmc.nl
www.tmc.nl
Gilde Buy Out Partners is one of the largest mid-market
private equity investors in continental Europe, with assets
under management of over € 2.0 billion. Through local offices
Gilde is active in the Benelux and the neighbouring economies
of France, Germany, Switzerland and Austria. Since its
inception in
1982, Gilde has invested in over 250 companies across a
diverse range of sectors.
The most recent fund is Gilde Buy Out Fund IV which will
include TMC and contains total assets of € 800 million,
committed by more than 30 leading international financial
institutions, pension funds, government funds and specialised
investment funds. Previous investments by Gilde Buy Out Fund
IV are
Teleplan, Roompot, Eismann and Spandex.
For more information: Koos Teule | or | Nikolai Pronk |
Director Investor Relations Tel.: +31 (0)88 220 2600 Email: teule@gilde.com | Managing Director Tel.: +31 (0)88 220 2600 Email: pronk@gilde.com | |
www.gilde.com |
This is an announcement pursuant to article 5:25 paragraph i of the Act on Financial Supervision ("Wft"). This is an unofficial English translation of the original press release prepared in Dutch.
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