KENDRION N.V. 
By P R E S S R E L E A S E K E N D R I O N N . V .
7 M A Y 2 0 1 3
Kendrion N.V. successfully completes equity offeringKendrion N.V. ("Kendrion" or the "Company") has successfully raised EUR 19.3 million through the accelerated bookbuild offering (the "Offering") of 1,051,391 new ordinary shares (the "Shares") announced earlier today. The Shares have been issued at a price of EUR 18.40 per Share ("Issue Price").
On completion of the acquisition of Kuhnke AG ("Kuhnke"), which is expected within the next week,
114,130 new ordinary shares will be issued to the selling shareholders of Kuhnke in a private placement, whereby the Issue Price has been used to calculate such number. These shares will be
issued against the Company's share premium reserves. The Company will seek for admission to
listing and trading on NYSE Euronext in Amsterdam in due course.
The Shares issued in the Offering, combined with the new ordinary shares to be issued to the selling shareholders of Kuhnke, constitute 9.99% of the Company's issued ordinary share capital at the time of the Annual General Meeting of Shareholders of Kendrion N.V. held on 15 April 2013.
The net proceeds of the Offering will be used to partly finance the acquisition of Kuhnke announced earlier today.
The Shares were allocated today, 7 May 2013. Settlement of the Shares will be completed subject to a number of standard conditions for these types of transactions. Settlement of the Shares is scheduled for 10 May 2013, at which date the Shares are expected to be admitted to listing and trading on NYSE Euronext in Amsterdam.
On settlement of the Offering, and including the new ordinary shares tendered by shareholders who opted for stock dividend to be issued on 9 May 2013, Kendrion will have a total of 12,848,146 ordinary shares outstanding.
Rabobank International acted as Sole Global Coordinator for the Offering. ING and Rabobank
International acted as Joint Bookrunners.
This announcement is made pursuant to Section 5:25i of the Dutch Financial Supervision Act.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPANPage 1 of 3
Profile Kendrion N.V.
Kendrion N.V., a solution provider, develops, manufactures and markets innovative high-quality electromagnetic systems and components for customers all over the world. Kendrion's operations are carried out by four business units focused on specific market segments, namely Industrial Magnetic Systems, Industrial Drive Systems, Passenger Car Systems, Heavy Duty Systems and Commercial Vehicle Systems.
Kendrion has leading positions in a number of business-to-business niche markets. Germany is
Kendrion's main market, although other countries are becoming increasingly important.
Kendrion's activities
Kendrion develops advanced electromagnetic solutions for industrial applications. These are used by customers all over the world in systems such as lifts, door-locking systems, industrial robots,
medical equipment, electrical switchbox systems, diesel and gasoline engines, air-conditioning installations, motor cooling systems and beverage dispensers. Kendrion's key customers include
a.o. Bosch, Continental, Daimler, Delphi, Eaton, Evobus, Hyundai, Siemens and Yutong.
Kendrion's shares are listed on NYSE Euronext's Amsterdam market. Zeist, the Netherlands, 7 May 2013
The Executive Board
For more information, please contact:
Kendrion N.V. Mr P. Veenema Utrechtseweg 33
3704 HA ZEIST
THE NETHERLANDS
Tel: +31 - 30 - 699.72.68
Fax: +31 - 30 - 695.11.65
Website: www.kendrion.com
Disclaimers
This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Kendrion N.V. (the "Company", and such securities, the "Securities") in the United States, Australia, Canada or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
The Securities are not and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and will also not be registered with any authority competent with respect to securities in any state or other jurisdiction of the United States of America. The Securities may not be offered or sold in the United States of America without either registration of the securities or an exemption from registration under the US Securities Act being applicable. The Company has registered no part of the offering of the Securities in the United States of America or any other jurisdiction, nor has it the intention to do so. The Company has no intention to make a public offering of Securities in the United States.
The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area and which has implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or
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will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
In the Netherlands the Securities are not and may not be offered other than to persons or entities who or which are qualified investors (gekwalificeerde beleggers) as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).
In the United Kingdom, this document is directed only to (a) persons who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth entities and other persons to whom it may otherwise lawfully be communicated falling within Article 49(1) of the Order, or (c) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this document relates is available only to, and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions."
Some of the statements contained in this release that are not historical facts are statements of future expectations and other forward-looking statements based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those in such statements. Such forward-looking statements are subject to various risks and uncertainties, which may cause actual results and performance of the Company's business to differ materially and adversely from the forward-looking statements. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believes", "may", "will", "should", "would be", "expects" or "anticipates" or similar expressions, or the negative thereof, or other variations thereof, or comparable terminology, or by discussions of strategy, plans, or intentions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this release as anticipated, believed, or expected. Kendrion N.V. does not intend, and does not assume any obligation, to update any industry information or forward-looking statements set forth in this release to reflect subsequent events or circumstances.
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