This is a press release by DPA Group N.V. (“DPA”) in connection with the public offer by New Horizons Holding B.V (the “Offeror”), ultimately owned and/or managed by Gilde Equity Management (GEM) Benelux Partners B.V., for all the issued and outstanding ordinary shares in the capital of DPA launched on 1 March 2021 (the “Offer”). 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 approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) on 1 June 2021 (the “Offer Memorandum”). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful. Capitalized terms used but not defined in this press release will have the meaning given thereto in the Offer Memorandum.
Amsterdam, 16 July 2021
Today, 16 July 2021, DPA Group N.V. (“DPA”) held an extraordinary general meeting of shareholders (“EGM”) to explain and discuss the recommended public offer by New Horizons Holding B.V (the “Offeror”), ultimately owned and/or managed by Gilde Equity Management (GEM) Benelux Partners B.V. At the EGM, all resolutions were adopted. The conditional resolutions take effect at the settlement of the offer.
Bart-Jan van Genderen, Chairman of the Supervisory Board: “With the shareholders at the EGM agreeing to these resolutions and almost 85% of the shares already directly owned or irrevocably committed, we are nearing the successful closing of this transaction. This is important news for all shareholders still considering tendering their shares. We anticipate closing of the transaction in Q3 2021, as planned.”
The resolutions related to the public offer include the Conditional Asset Sale and Liquidation, the conditional conversion and amendment of the Articles of Association of DPA, the conditional appointment of Mr B. Glas, Mr G. Nordemann and Mr M. Beelen as members of the Supervisory Board and the conditional granting of full and final discharge from liability to all resigning members of the Supervisory Board.
Because the Asset Sale and Liquidation Resolution has been adopted, the minimum Acceptance Threshold has been lowered from 95% to 80%. Reference is made to section 5.11.3 of the Offer Memorandum.
The EGM presentation as well as the voting results can be found on DPA’s website. DPA and the Offeror continue to work constructively to satisfy the other offer conditions and are making timely progress, anticipating that the Offer Period closes on 28 July 2021 and Settlement of the Offer will take place at the beginning of August 2021, as planned. Reference is made to the Offer Memorandum for instructions on the tendering process for Shareholders.
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DPA is a specialist in secondment solutions holding a top-3 position in its chosen niche markets in the Netherlands. These services are a value add solution for any organization looking for professionals with specialized knowledge and skills at short notice. Our employees use this experience to help fast-track their careers and development and to grow in their respective fields. DPA offers its employees the opportunity to be passionate about their work and to continuously work on their professional and personal development.
At DPA, we supply only the very best professionals, both to resolve complex issues and complete temporary assignments. We have segmented our services into 12 areas of expertise: supply chain & logistics, banking & insurance, legal, tax, privacy & information security, social domain, IT, engineering, finance & control, facility, procurement, compliance & risk.
Fast and secure: based on our knowledge of clients and our experience, we make a careful selection from our pool of more than 1,000 DPA professionals and our network of independent specialists. We then assign our professionals to take on challenging projects with high-profile clients.
Since we ensure that our highly qualified professionals develop their knowledge and skills on an ongoing basis, our clients value us as a proactive knowledge partner that always provides them with the specialist expertise they need with effective solutions to future challenges. Further information is available at www.dpa.nl
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