This Offer expires at 17:40 hours CEST, on 28 July 2021, unless extended
dated 1 June 2021
RECOMMENDED CASH OFFER
NEW HORIZONS HOLDING B.V.
(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of the Netherlands, with its corporate seat in Houten, the Netherlands)
FOR ALL THE ISSUED AND OUTSTANDING ORDINARY SHARES WITH A NOMINAL VALUE OF EUR
0.10 EACH IN THE SHARE CAPITAL OF
DPA GROUP N.V.
(a public limited liability company (naamloze vennootschap) incorporated under the laws of the
Netherlands, with its corporate seat in Amsterdam, the Netherlands)
This offer memorandum (the "Offer Memorandum") contains the details of the recommended public offer by New Horizons Holding B.V. (the "Offeror"), to all holders of issued and outstanding ordinary shares (the "Shares" and each a "Share") with a nominal value of EUR 0.10 each in the share capital of DPA Group N.V. ("DPA") (the holders of such Shares, the "Shareholders"), to purchase for cash their Shares on the terms and subject to the conditions and restrictions set forth in this Offer Memorandum (the "Offer"). All of the issued Shares are outstanding at the date of this Offer Memorandum.
This Offer Memorandum contains the information required by Article 5:76 of the Dutch Act on Financial Supervision (Wet op het financieel toezicht, the "Wft") in conjunction with Article 8, paragraph 1 of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft, the "Decree") in connection with the Offer. This Offer Memorandum has been reviewed and approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM") as an offer memorandum under Article 5:76 of the Wft on 1 June 2021.
The information required by Article 18, paragraph 2 of the Decree in connection with the Offer is included in the position statement of DPA (the "Position Statement"), which is also published on the date of this Offer Memorandum. The Position Statement, including all appendices thereto, does not form part of this Offer Memorandum and has not been reviewed or approved by the AFM prior to publication. The Position Statement will be reviewed by the AFM after publication.
Capitalised terms used in this Offer Memorandum have the meaning set out in section 3 (Definitions) or elsewhere in this Offer Memorandum. Capitalised terms used in the Dutch summary included in section 11 (Dutch language summary) have the meaning set out in section 11.2 (Nederlandse definities).
Shareholders tendering their Shares under the Offer will be paid on the terms of, and subject to the conditions and restrictions contained in, this Offer Memorandum in consideration for each Share validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and transferred (geleverd) an amount in cash of EUR 1.70 (one euro and seventy eurocents) cum dividend (the "Offer Price"). In the event any further (interim) cash or share dividend or other distribution (each, a "Distribution" and collectively, the "Distributions") on the Shares is declared by DPA between 1 March 2021 and the Settlement Date (as defined below) whereby the record date for entitlement to such Distribution is prior to the Settlement Date, the Offer Price will be decreased by the full amount of any such Distribution made by DPA in respect of each Share (before any applicable withholding tax).
The management board (de raad van bestuur) of DPA (the "Management Board") and the supervisory board (de raad van commissarissen) of DPA (the "Supervisory Board", and together with the Management Board, the "Boards") unanimously support and recommend the Offer to the Shareholders for acceptance. Reference is made to section 5.6 (Decision making and Recommendation by the Boards) and the Position Statement.
The Offer Period (as defined below) under the Offer will commence at 09:00 hours CEST, on 2 June 2021 and will expire at 17:40 hours CEST, on 28 July 2021, unless the Offeror extends the Offer Period in accordance with section 4.6 (Extension), in which case the closing date shall be the date on which the extended Offer Period expires (such initial or postponed date, the "Closing Date").
Any Shares tendered on or prior to the Closing Date may not be withdrawn, subject to the right of withdrawal of any tender of Shares during the Offer Period in accordance with the provisions of Article 5b, paragraph 5, Article 15, paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree.
The Offer is subject to the fulfilment of the Offer Conditions (as defined in section 5.5), including, but not limited to, the number of Tendered Shares (as defined below), together with (i) the Shares directly or indirectly held by the offerors (bieders) at the Closing Date; and (ii) any Shares irrevocably committed to the offerors (bieders), or any of its Affiliates, in writing subject only to the Offer being declared unconditional, representing on the Closing Date: (i) at least 95% of DPA's aggregate issued and
outstanding ordinary share capital (geplaatst en uitstaand gewoon aandelenkapitaal) as at the Closing Date; or (ii) at least 80% of DPA's aggregate issued and outstanding ordinary share capital (geplaatst en uitstaand gewoon aandelenkapitaal) as at the Closing Date if the Asset Sale and Liquidation Resolutions (as defined in section 5.29.2) have been adopted at the General Meeting (as defined below) and are in full force and effect on the Closing Date. The Offeror will announce whether the Offer is declared unconditional (gestand wordt gedaan) within three (3) Business Days following the Closing Date, in accordance with Article 16 of the Decree (the "Unconditional Date").
Announcements contemplated by the foregoing paragraphs will be made by press release. Reference is made to section 4.13 (Announcements).
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), Shareholders who have validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and not withdrawn their Shares for acceptance pursuant to the Offer prior to or on the Closing Date (each of these Shares, a "Tendered Share") will receive the Offer Price in respect of each Tendered Share, and the Offeror shall acquire each Tendered Share, within three (3) Business Days following the Unconditional Date ("Settlement", and the day on which the Settlement occurs, the "Settlement Date").
If, following the Settlement Date and the Post-Acceptance Period (as defined below), the aggregate number of Tendered Shares, together with (i) the Shares directly or indirectly owned by the Offeror, (ii) any Shares committed to the Offeror in writing and (iii) any Shares to which the Offeror is entitled (gekocht maar nog niet geleverd) is equal to or greater than 95% of DPA's aggregate issued and outstanding ordinary share capital, the Offeror will commence a statutory buy-out procedure (uitkoopprocedure) in accordance with Article 2:92a or 2:201a of the Dutch Civil Code or the statutory buy-out procedure in accordance with Article 2:359c of the Dutch Civil Code to purchase from the Shareholders that have not tendered their Shares under the Offer as referred to in section 5.11.2 (Buy-Out).
In order to allow the Offeror to acquire full ownership of DPA, the Offeror may choose to implement the Asset Sale (as defined below) if (i) the number of Tendered Shares during the Offer Period and the Post- Acceptance Period, together with any Shares owned by the Offeror, is at least 80% of DPA's aggregate issued and outstanding ordinary share capital as at the Closing Date, and (ii) the Asset Sale and Liquidation Resolutions (as defined below) are in full force and effect. The Boards have approved and consented to DPA implementing the Asset Sale and Liquidation. Reference is made to section 5.11.3 (Asset Sale and Liquidation).
Distribution of this Offer Memorandum may, in certain jurisdictions, be subject to specific regulations or restrictions. Persons in possession of this Offer Memorandum are urged to inform themselves of any such restrictions which may apply to them and to observe them. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. The offerors (bieders) and DPA disclaim all responsibility for any violation of such restrictions by any person. Reference is made to section 1 (Restrictions).
At the date of this Offer Memorandum, DPA has convened an extraordinary general meeting of Shareholders to discuss the Offer in accordance with Article 18, paragraph 1 of the Decree, which will be held at 13:00 hours CEST on 16 July 2021 (the "General Meeting"). In addition, certain Resolutions (as defined below) in connection with the Offer will be proposed to the General Meeting. Subject to the terms and conditions of this Offer Memorandum, the Boards recommend voting in favour of all Resolutions that will be proposed in connection with the Offer and the Asset Sale and Liquidation. Reference is made to section 5.29 (General Meeting).
The Offer is being made in and from the Netherlands with due observance of the statements, conditions and restrictions included in this Offer Memorandum. The Offeror is indirectly held by Gilde, and, at Settlement, will also be (directly or indirectly) held by (i) TBL (as defined below) and (ii) STAK (as defined below). 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 this Offer Memorandum.
The distribution of this Offer Memorandum and/or the making of the Offer in jurisdictions other than the Netherlands may be restricted and/or prohibited by law. The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this Offer Memorandum. Persons obtaining this Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). Outside of the Netherlands, no actions have been taken (nor will actions be taken) to make the Offer possible in any jurisdiction where such actions would be required. In addition, this Offer Memorandum has not been filed with or recognised by the authorities of any jurisdiction other than the Netherlands. Neither the offerors (bieders), nor DPA nor any of their advisers, nor the Settlement Agent accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward this Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read this section 1 (Restrictions) and section 2 (Important information) of this Offer Memorandum before taking any action. The release, publication or distribution of this Offer Memorandum and any documentation regarding the Offer or the making of the Offer in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession this Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restriction may constitute a violation of the law of any such jurisdiction.