Gilde Equity Management Benelux B.V. reached an agreement to make an offer to acquire remaining 83.1% stake in DPA Group N.V. (ENXTAM:DPA) for €66.4 million on March 1, 2021. Gilde Equity Management Benelux B.V. made the offer to acquire shares at €1.70 per share (cum dividend). The Offeror holds 7,934,505 Shares or circa 16.9% of the Shares directly and 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. Gilde Equity Management Benelux B.V. has funds readily available to finance the transaction. Gilde Equity Management Benelux B.V. has received equity commitment letters from entities managed, controlled and/or advised by Gilde, which are fully committed. Post completion, DPA Group N.V. will retain its corporate identity and brand names. It will continue as a separate legal entity and its management is committed to stay on board. Following the acquisition, DPA Group will pursue a buy & build strategy. The current governance structure with a two tier board will be maintained. After successful completion of the Offer, the current Management Board will remain in place being Arnold van Mameren (Chief Executive Officer) and Désirée Theyse (Chief Financial Officer). One member of the proposed Supervisory Board will qualify as independent under the Dutch Corporate Governance Code. Gilde Equity Management Benelux B.V. and the Works Council will jointly prepare a board profile for the independent member. B. Glas, G.H. Nordemann and M. Beelen has been recommended for appointment by the works council of DPA as Supervisory Board. R. Icke, B.J. van Genderen, A. Klene and H.R.G. Winter have tendered their resignation, subject to settlement and with effect from the settlement date. Existing rights and benefits of the employees of DPA will be respected and headquarters, central management and key support functions to remain at its current headquarters. If transaction is terminated by DPA Group N.V. due to competing offer, then DPA Group N.V. shall pay termination fee of €1 million to Gilde Equity Management Benelux B.V. If the Offeror acquires 95% or more of the shares, it will be able to procure delisting of the shares from Euronext Amsterdam. The transaction is subject to number of conditions including minimum acceptance of 95%, obtaining antitrust approval, required advice of the work council having beet obtained, shareholder's approval of DPA Group N.V. The conditions also include no competing offer will be announced, neither of the DPA Boards nor any of their members having revoked or adversely changed their recommendation, no order, stay judgment or decree having been issued prohibiting the transaction, trading in the Shares on Euronext Amsterdam not having been suspended, Dutch Authority for the Financial Markets having approved the offer memorandum, no material adverse change having occurred, either party will not breach the merger protocol and other conditions as agreed between the parties. The minimum acceptance threshold is lowered to 80% if the shareholders of DPA vote in favor of the asset sale and liquidation resolutions. The Board of Directors of DPA Group unanimously recommended its shareholders to accept the offer and should vote in favor of the transaction. As of March 25, 2021, the required competition clearances are received and ACM approved the transaction. Offer is expected to commence in April 2021. Subject to the necessary approvals, parties anticipate that the Offer will close in second quarter of 2021. As of March 25, 2021, the offer is expected to be closed in quarter second or quarter third of 2021. The Offer launched on June 2, 2021 and ends on July 28, 2021. AXECO Corporate Finance BV acted financial advisor to DPA Group N.V. Allen & Overy LLP provided legal advise. Coöperatieve Rabobank U.A. acted as fairness opinion provider to DPA Group N.V. Van Lanschot Kempen N.V. (ENXTAM:VLK) acted as financial advisor to Gilde Equity Management Benelux B.V. while Linklaters LLP and Simmons & Simmons acted as legal advisors to Gilde Equity Management Benelux B.V. Ernst & Young Nederland LLP acted as financial due diligence provider to Gilde Equity Management.