TIDM49WP
RNS Number : 3190L
NIBC Bank N.V.
11 January 2021
PRESS RELEASE NIBC AND BLACKSTONE
This is a joint press release by NIBC Holding N.V. ("NIBC", the
"Company") and Flora Acquisition B.V.
(the "Offeror"), an entity incorporated under Dutch law, owned
by certain funds (the "Blackstone Funds") managed and/or advised by
Blackstone's Tactical Opportunities and Private Equity businesses
and other managers affiliated with The Blackstone Group Inc. (each
or together, as the context requires, "Blackstone"), pursuant to
the provisions of Section 17 paragraph 4 of the Decree on Public
Takeover Bids (Besluit Openbare Biedingen Wft) (the "Decree") in
connection with the recommended public offer (the "Offer" and
together with the transactions contemplated in connection
therewith, the "Transaction") by the Offeror for all the issued and
outstanding ordinary shares in the capital of NIBC (the "Shares").
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 7 August
2020 ("Offer Memorandum") approved by the Netherlands Authority for
Financial Markets (Stichting Autoriteit Financiële Markten, the
"AFM"). Terms not defined in this press release will have the
meaning given thereto in the Offer Memorandum. This announcement is
not for release, publication or distribution, in whole or in part,
in or into, directly or indirectly, Japan or in any other
jurisdiction in which such release, publication or distribution
would be unlawful.
Final results of the Offer for NIBC
The Hague / Amsterdam, the Netherlands - 11 January 2021
-- During the Post Acceptance Period, 1.43% of the Shares have been tendered under the Offer.
-- Including Shares already held by or irrevocably committed to
the Offeror or its group companies after Settlement and any Shares
to which the Offeror or its group companies is entitled, this
represents a total of 97.68% of the Shares (excluding Treasury
Shares).
-- Settlement of the Shares tendered during the Post Acceptance
Period will take place on 14 January 2021.
-- Delisting to occur as soon as possible.
-- The Offeror, together with its group companies, will initiate
the statutory squeeze-out proceedings in order to obtain 100% of
the Shares.
During the Post Acceptance Period which expired at 17:40 (CET)
today, 2,096,489 Shares have been tendered under the Offer,
representing approximately 1.43% of the aggregate issued and
outstanding share capital of NIBC. Including the 140,987,055 Shares
already held by or irrevocably committed to the Offeror or its
group companies following Settlement and any Shares to which the
Offeror or its group companies is entitled, this amounts to a total
of 143,083,544 Shares, representing approximately 97.68% of the
aggregate issued and outstanding share capital of NIBC (excluding
Treasury Shares).
Settlement Post Acceptance Period
With reference to the Offer Memorandum, holders of Shares who
accepted the Offer during the Post Acceptance Period shall receive
the Offer Price for each Share validly tendered (or defectively
tendered provided that such defect has been waived by the Offeror)
and delivered (geleverd) for acceptance pursuant to the Offer,
under the terms and conditions of the Offer Memorandum and subject
to its restrictions.
Settlement of the Shares tendered during the Post Acceptance
Period and payment of the Offer Price will take place on 14 January
2021. Following settlement of the Shares tendered during the Post
Acceptance Period, the Offeror or its group companies will hold
143,083,544 Shares, representing approximately 97.68 % of the
aggregate issued and outstanding share capital of NIBC (excluding
Treasury Shares).
Delisting
The Offeror and NIBC intend to procure the delisting of the
Shares on Euronext Amsterdam as soon as possible under the
applicable rules.
Squeeze-Out Procedure
Since the Offeror or its group companies own more than 95% of
the Shares, the Offeror together with its group companies shall, at
their discretion, commence (i) a statutory buy-out procedure
(uitkoopprocedure) in accordance with article 2:92a of the Dutch
Civil Code or (ii) the takeover buy-out procedure in accordance
with article 2:359c of the Dutch Civil Code acquire the remaining
Shares that are not yet held by the Offeror or its group
companies.
The Settlement Agent
ING Bank N.V.
Bijlmerdreef 106
1102 CT Amsterdam
The Netherlands
Investor and press enquiries NIBC
Martin Groot Wesseldijk
T: +31 6 5160 8425
E: martin.groot.wesseldijk@nibc.com
Eveline van Wesemael
T: +31 70 342 5412
E: eveline.van.wesemael@nibc.com
Press enquiries Blackstone
Ramesh Chhabra
T: +44 20 7451 4053
E: Ramesh.Chhabra@blackstone.com
Rebecca Flower
T: +44 7918 360372
E: rebecca.flower@blackstone.com
Public relations Blackstone
David Brilleslijper
Comprehensive Strategies
T: +31 (0)6 109 425 14
E: David@comprehensivestrategies.nl
Information Agent Blackstone
Ivana Cvjetkovic
Georgeson
M: +31 (0)6 11 422 616
E: Ivana.Cvjetkovic@georgeson.com
About NIBC
NIBC is best suited to help entrepreneurs at their decisive
moments. Now and in the future. As a bank for entrepreneurs, we are
committed to cultivating our 'THINK YES' mentality by being
flexible and agile and by matching our clients' can-do attitude. We
support our corporate clients in building their businesses. For our
retail clients in the Netherlands, Germany and Belgium we offer
mortgages, online savings and brokerage products that are
accessible, easy to understand and fairly priced. Operating in the
Netherlands (The Hague and Amsterdam), Germany and UK, our
corporate clients business (mainly mid-market) offers advice and
debt, mezzanine and equity financing solutions to entrepreneurs
across select sectors and sub-sectors in which we have strong
expertise and market positions. The mid-market is dynamic by nature
and requires a bank that can respond quickly and in a highly
flexible way. Our aim is to meet the market's requirements at
decisive moments such as mergers and acquisitions, management
buy-outs, investments and strategic financings and
re-financings.
For more information, please refer to the NIBC website
www.nibc.com .
About Blackstone
Blackstone is one of the world's leading investment firms. We
seek to create positive economic impact and long-term value for our
investors, the companies we invest in, and the communities in which
we work. We do this by using extraordinary people and flexible
capital to help companies solve problems. Our $584 billion in
assets under management as of September 30, 2020 include investment
vehicles focused on private equity, real estate, public debt and
equity, life sciences, growth equity, opportunistic, non-investment
grade credit, real assets and secondary funds, all on a global
basis.
Further information is available at www.blackstone.com . Follow
Blackstone on Twitter @Blackstone.
Disclaimer
Restrictions
The distribution of this press release may, in some countries,
be restricted by law or regulation. Accordingly, persons who come
into possession of this document should inform themselves of and
observe these restrictions. To the fullest extent permitted by
applicable law, NIBC, the Offeror and Blackstone disclaim any
responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
that jurisdiction. Neither NIBC, nor the Offeror nor Blackstone,
nor any of their advisers, assumes any responsibility for any
violation of any of these restrictions. Any NIBC shareholder who is
in any doubt as to his or her position should consult an
appropriate professional adviser without delay. This announcement
is not to be published or distributed in or to Japan or any other
jurisdiction in which such publication or distribution would be
unlawful.
The information in the press release is not intended to be
complete. This announcement is for information purposes only and
does not constitute an offer or an invitation to acquire or dispose
of any securities or investment advice or an inducement to enter
into investment activity. This announcement does not constitute an
offer to sell or the solicitation of an offer to buy or acquire the
securities of NIBC in any jurisdiction.
Forward looking statements
Certain statements in this press release may be considered
"forward-looking statements", such as statements relating to the
impact of this Transaction on NIBC, the Offeror and Blackstone and
the targeted timeline for the Transaction. Forward-looking
statements include those preceded by, followed by or that include
the words "anticipated," "expected" or similar expressions. These
forward-looking statements speak only as of the date of this
release. Although NIBC, the Offeror and Blackstone believe that the
assumptions upon which their respective financial information and
their respective forward-looking statements are based are
reasonable, they can give no assurance that these forward-looking
statements will prove to be correct. Forward-looking statements are
subject to risks, uncertainties and other factors that could cause
actual results to differ materially from historical experience or
from future results expressed or implied by such forward-looking
statements. Potential risks and uncertainties include, but are not
limited to, receipt of regulatory approvals without unexpected
delays or conditions, the Offeror's ability to successfully operate
NIBC without disruption to its other business activities, the
Offeror's ability to achieve the anticipated results from the
acquisition of NIBC, the effects of competition, economic
conditions in the global markets in which NIBC operate, and other
factors that can be found in NIBC's, the Offeror's and/or
Blackstone's press releases and public filings.
Neither NIBC, nor the Offeror nor Blackstone, nor any of their
advisers, accepts any responsibility for any financial information
contained in this press release relating to the business, results
of operations or financial condition of the other or their
respective groups. Each of NIBC, the Offeror and Blackstone
expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statements
contained herein to reflect any change in the expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statement is based.
***
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