This is a joint press release by DPA Group N.V. ("DPA") and New Horizons Holding B.V. (the "Offeror"), an entity incorporated under Dutch law, currently owned by certain funds managed and/or advised by Gilde Equity Management (GEM) Benelux Partners B.V. ("Gilde"), pursuant to the provisions of Section 10 paragraph 3 and Section 18 paragraph 3 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of DPA Group N.V. (the "Shares") (the "Offer"). The Offeror will upon settlement of the Offer be (indirectly) controlled by Gilde, TBL Investments B.V. ("TBL" and together with the Offeror and Gilde the "Consortium") and a foundation or other entity to be incorporated for the purpose of the envisaged (indirect) participation of certain DPA management members in the Offeror (the "STAK"), subject to settlement of the Offer having occurred. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the offer memorandum dated 1 June 2021 (the "Offer Memorandum"), which is available as of today.1 This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada or Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.
Recommended public cash offer by New Horizons Holding B.V. for all issued shares and outstanding shares of DPA launched today
Houten/Bussum, the Netherlands - 2 June 2021
With reference to the joint press release dated 1 March 2021, the Offeror and DPA jointly announce the publication of the Offer Memorandum today in relation to the recommended public cash offer for all issued shares at an offer price of EUR 1.70 (cum dividend) per Share (the "Offer Price").
• The management board of DPA (the "Management Board") and the supervisory board of DPA (the "Supervisory Board" and together with the Management Board, the "Boards") fully support and unanimously recommend the Offer.
• The Offer delivers immediate, certain and significant value to holders of Shares (the "Shareholders").
The Offer Price represents a premium of approximately 23.3% over the volume-weighted average price per Share over the last six calendar months prior to 1 March 2021.
• The Offer is subject to a minimum acceptance threshold of 95% of the Shares. This threshold is lowered to 80% if the Shareholders, at the General Meeting, vote in favour of the Asset Sale and Liquidation Resolutions.
• DPA's larger shareholders, representing approximately 66.4% of the Shares in aggregate, have irrevocably committed to support the Offer and tender all of their Shares.
• The Offeror holds 7,934,505 Shares or circa 16.9% of the Shares directly, resulting in approximately 83.2% of the Shares in aggregate with the irrevocably committed Shares , meaning the threshold for acceptance through a potential Asset Sale and Liquidation is already met and therefore the Offeror may choose to implement this structure, provided the Shareholders vote in favour at the General Meeting.
• The works council of DPA has rendered a positive advice.
• Parties have agreed to certain non-financial covenants for DPA' stakeholders, including:
Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.
support the current strategy of DPA, with further investments to accelerate growth and
strengthen commercial position;
existing rights and benefits of the employees of DPA will be respected;
headquarters, central management and key support functions to remain at its current headquarters;
maintaining DPA's corporate identity including brand names (a.o. DPA Professionals and
Fagro), heritage and culture; and
acting prudently when obtaining any financing, also taking into account the continuity of the business and the execution of the strategy and its liquidity forecast.
DPA will hold an extraordinary meeting of Shareholders on 16 July 2021 and has made a Position Statement regarding the Offer (as defined below) available today.
Arnold van Mameren, Chief Executive Officer of DPA: "With the launch of the Offer today, we expect to conclude this process during the third quarter and enter into the next phase of our development. Gilde has the track record, financial strength and understanding of our business to enable us to further invest in offering challenging careers and further professional development. We are convinced that we can accelerate our ambitious plan to become a Great Place to Work for professionals with a drive."
Ron Icke, Chairman of the Supervisory Board of DPA: "The support we have received from our shareholders strengthens our confidence that the Offer reflects our value creation potential and we believe the Offer secures the longer-term interests of DPA, our employees and customers in the best possible way. With the support of Gilde, DPA will be able to enter a new phase in its transformation to become the best and most wanted specialist in secondments."
Bas Glas, Partner Gilde: "Following the announcement in March, the Offer already has the support and trust of shareholders representing over 80% of the issued and outstanding shares, including the shares already held directly. We highly value the support of the Management Board and Supervisory Board in this transaction and cherish the professionalism and entrepreneurship that have made DPA what it is today. The company has the strong ambition to strengthen their position as strategic (knowledge) partner for its customers and as employer of choice for professionals, and we strive to accelerate this strategy, as well as the pursuit of add-on acquisitions."
About the Offeror
The Offeror is currently owned by certain funds managed and/or advised by Gilde. TBL, a privately owned investment company focussed on investing in small and medium sized companies and a long time shareholder of DPA, will participate in the Offeror. Gilde and TBL have decided to work together, as they have shared expectations of DPA and share the same long-term vision. Upon settlement of the Offer, the Offeror will be (indirectly) controlled by Gilde, TBL and STAK (the Consortium).
Details of the Offer
The offer period commences on 2 June 2021 at 09:00 hours CEST and ends on 28 July 2021 at 17:40 hours CEST, unless extended.
The Offer Price represents a premium of approximately 7.6% to DPA's closing price on 1 March 2021 of EUR 1.58 per Share, and a premium of approximately 14.9%, 23.2% and 54.5% respectively over the volume-weighted average price per Share over the last three, six and twelve calendar months prior to 1 March 2021.
The works council of DPA has rendered a positive advice.
ACM approval has been received.
Rabobank has provided a fairness opinion for the transaction.
DPA will hold its extraordinary general meeting of Shareholders virtually at 13:00 hours CEST on 16 July 2021 (the "General Meeting"), during which, amongst other things, the Offer will be discussed. In addition, certain resolutions in connection with the Offer will be proposed to the General Meeting.
The Offer is subject to the fulfilment of the offer conditions as set out in the Offer Memorandum.
The Offer is currently expected to be completed in Q3 2021.
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. Shareholders tendering their Shares under the Offer will be paid the Offer Price in consideration for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) for acceptance pursuant to the Offer prior to or on 28 July 2021 (subject to the offer period being extended).
The Offer Price includes any (interim) cash or share dividend or other distribution on the Shares that may be declared by DPA on or prior to the Settlement Date and the record date for such cash or share dividend or other distribution occurs on or prior to the Settlement Date. Consequently, if on or prior to the Settlement Date any cash or share dividend or other distribution is declared in respect of the Shares and the record date for such cash or share dividend or other distribution occurs on or prior to the Settlement Date, the Offer Price will be decreased by an amount per Share equal to any such cash or share dividend or other distribution per Share.
The Offeror confirmed in the joint press release dated 1 March 2021 that it has funds readily available to finance the Offer. In this context, the Offeror has received equity commitment letters from entities managed, controlled and/or advised by Gilde, which are fully committed.
Rationale for the Offer
The offerors (bieders) support the strategy of DPA and do not intend to effect significant changes in strategy, whilst realizing that the implementation given current challenges requires flexibility. Current challenges include (but are not limited to) a tight labour market, highly competitive Dutch landscape in the secondment industry and the required investments in (i) development opportunities for DPA's employees, (ii) knowledge building, (iii) strengthening the employee base and (iv) building the brand(s).
The offerors (bieders) support the spearheads in the strategy around increasing relevance vis-à-vis customers, improving overall reputation and cohesion within the group, investing in employees and enabling employees to flow to more senior profiles.
The Offeror and Gilde have relevant experience in the sector and will function as a partner to enable an acceleration in growth, which could consist of acquisitions. The offerors (bieders) support the buy-and-build strategy, are willing and able to make long-term investment decisions to support value creation for all of DPA's stakeholders and have the resources to invest in value contributing add-on acquisitions that fit in DPA's strategy.
The offerors (bieders) view DPA as a standalone investment with a view to building a large and strong group over time.
Furthermore, the contemplated delisting of the Shares and private ownership will have various benefits, including: (a) the ability to quickly and effectively (i) facilitate the implementation of DPA Group's strategy and strategic decisions and (ii) respond to rapidly changing markets, comprising amongst others making long-term decisions, which may impact short-term profitability; and (b) lower compliance costs and less management distraction as a result of no longer having to comply with continued obligations as a listed company, including extensive market disclosure and financial reporting obligations, having to organise physical general meetings of DPA and the relating governance costs.
Governance of DPA post completion
As from the Settlement Date, the Management Board will continue to consist of the current members of the Management Board, being Mr Arnold van Mameren (CEO) and Mrs Désirée Theyse (CFO).
The Supervisory Board will as of the Settlement Date be composed as follows:
Mr B. Glas;
Mr G.H. Nordemann; and
Mr M. Beelen, who has been recommended for appointment by the works council of DPA.
Mr R. Icke, Mr B.J. van Genderen, Mr A. Klene and Mr H.R.G. Winter have tendered their resignation, subject to Settlement and with effect from the Settlement Date.
For as long as it remains listed on Euronext Amsterdam, DPA will comply with the Dutch Corporate Governance Code (except for (i) current deviations from the aforementioned codes in accordance with the "explain" requirement in respect of such deviations, and (ii) deviations from the aforementioned codes that find their basis in the Merger Protocol, as disclosed in the Offer Memorandum). Reference is made to DPA's annual report for the financial year 2020 for information regarding the current deviations from the Dutch Corporate Governance Code.
DPA and the offerors (bieders) have agreed to certain covenants in respect of, inter alia, organisation and legal structure, works councils, employment and pensions, and financing of DPA (the "Non-FinancialCovenants"), which will expire on the first anniversary of the Settlement Date. The Non-Financial Covenants are summarised below.
Organisation and legal structure
The offerors (bieders) shall procure that the identity and integrity of the DPA group shall be maintained in form and substance substantially in the state as at the date of the Merger Protocol and shall, without limiting the generality of the foregoing, procure that:
the DPA group shall continue its current strategy, whereby the offerors (bieders) and DPA acknowledge that the DPA group may need to adapt to changing market conditions;
the DPA group will continue to invest in the organisation and strengthen its commercial position;
DPA will follow a buy-and-build strategy, investing in value contributing add-on acquisitions that fit in
DPA's headquarters, central management and its key support functions will remain at its current headquarters; and
DPA will maintain its corporate identity (including brand names, e.g. DPA Professionals and Fagro), heritage and culture, fostering and promoting the entrepreneurial culture and decision-making at business unit level.
The offerors (bieders) will respect and continue the current DPA employee consultation structure and shall procure that the existing rights and benefits under existing covenants made to the works councils and trade unions shall be respected.
Employment and pensions
The offerors (bieders) will ensure that persons currently holding management and staff positions within the DPA group will be given fair opportunities to hold management and staff positions pursuant to a "best person for the job" process in line with past practice. As described in the Offer Memorandum, the offerors (bieders) will ensure that DPA will continue to invest in the development of its professionals in line with past practice and that employees within the DPA group will receive proper training in line with past practice.
The offerors (bieders) shall procure that the existing rights and benefits of the employees of the DPA group shall be respected, including existing rights and benefits under the individual agreements, existing incentive plans, collective labour agreements and social plans, and including existing rights and benefits under existing covenants made to the works councils and trade unions. Subject to the DPA group's current and future review and amendments of the existing pension arrangements and changes in law, the pension rights of current and former employees of the DPA group shall be respected.
Financing of DPA
The offerors (bieders) shall procure that the DPA group will act prudently when obtaining any financing, also taking into account the continuity of the business and the execution of the strategy and its liquidity forecast.
Unanimous recommendation by the Management Board and the Supervisory Board
The Management Board and the Supervisory Board (together and each separate) have frequently met to discuss the developments, discussions, process and preparations in relation to the Offer throughout the process since receipt of the Gilde's initial letter of interest on 9 December 2020.2
Consistent with their further fiduciary responsibilities, the Boards, with the support of their financial and legal advisers, have carefully and extensively reviewed the Offer. In addition, the Boards received the Fairness Opinion, as attached to the Position Statement. After having reviewed with the support of their legal and financial advisers the terms and conditions of the Offer and any other actions contemplated in the Merger Protocol, including the Non-Financial Covenants in particular, and having taken the interests of all of DPA's stakeholders into account, the Boards unanimously conclude that the Offer is in the long-term interests of DPA, the sustainable success of its business and its clients, employees, shareholders and other stakeholders. Accordingly, the Boards have unanimously decided to (i) support the Offer and the other Transactions, (ii) recommend that the Shareholders accept the Offer and tender their Shares in the Offer, and (iii) recommend that the Shareholders vote in favour of the resolutions relating to the Offer at the General Meeting.
DPA has convened the General Meeting to discuss the Offer in accordance with Section 18, paragraph 1 of the Decree, which will be held virtually on 16 July 2021 at 13:00 hours CEST. In addition, certain resolutions in connection with the Offer will be proposed to the General Meeting. Subject to the terms and conditions of the 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.
A position statement providing further information to the shareholders as required pursuant to Section 18, paragraph 2 of the Decree (the "Position Statement"), including the agenda for the General Meeting (and explanatory notes thereto), is made available by DPA as of today.
Works council of DPA
The works council of DPA has been informed regarding the Offer and has given its positive advice.
Certain major shareholders of DPA, as set out in the Offer Memorandum, have agreed to an irrevocable undertaking to support and accept the Offer and to tender all Shares held by them on or before the initial Closing Date (as defined below) and to vote in favour of the Resolutions under the terms and conditions set out in the irrevocable undertakings. These irrevocable undertakings together represent approximately 66.4% of all issued and outstanding Shares.
2 After this initial letter of interest of 9 December 2020, Gilde incorporated the Offeror to pursue the Offer.
DPA Group NV published this content on 02 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2021 16:14:06 UTC.