de intentie lijkt er nog te zijn: gezamenlijk persbericht, de exclusivity is verlengd, en de voorwaardelijke deal met de grootaandeelhouders op 45. Dan lijkt me zo'n dat scenario van 48.50 niet zo gek. Ik denk dat ze op een bod van 45E toch echt te weinig aanbod krijgen.
hier het persbericht:
RREVOCABLE UNDERTAKINGS AND EXCLUSIVITY PERIOD FOR DISCUSSIONS REGARDING PUBLIC OFFER EXTENDED
JOINT PRESS RELEASE BY HES BEHEER AND HESTYA ENERGY
Europoort/Rotterdam, 17 March 2014
IRREVOCABLE UNDERTAKINGS AND EXCLUSIVITY PERIOD FOR
DISCUSSIONS REGARDING PUBLIC OFFER EXTENDED
Irrevocable undertakings from large shareholders together holding 58% of the shares
in HES Beheer extended at same effective cash price of EUR 45.00 per share until 15
May 2014. Exclusivity period regarding the Possible Offer for HES Beheer by Hestya
Energy extended until the same date.
H.E.S. Beheer N.V. ("HES Beheer") and Hestya Energy B.V. ("Hestya Energy") today
jointly announce that the irrevocable undertakings between Hestya Energy and certain of
HES Beheer's major shareholders, which together represent 58% of all issued and outstanding
shares of HES Beheer (the "Major Shareholders") have been extended. Pursuant to these
irrevocable undertakings, the Major Shareholders have committed to tender their shares in
HES Beheer in the Possible Offer (as defined below) (if and when made) at an effective cash
price of EUR 45.00 per share (minus any dividends or distributions on the shares (if and
when declared)) (the "Effective Price"). The extension of these undertakings is conditional
upon Hestya Energy confirming by 15 April 2014 that it has completed its due diligence in
respect of HES Beheer and that there have not been any material adverse due diligence
findings.
Also in view of the extension of the irrevocable undertakings by the Major Shareholders,
HES Beheer has agreed to extend the period for exclusive discussions regarding a possible
public cash offer by Hestya Energy or a new entity that is an affiliate of Hestya Energy for all
issued and outstanding shares of HES Beheer (the "Possible Offer") until 15 May 2014,
subject to the irrevocable undertakings remaining in place.
HES Beheer and Hestya Energy recognize that the discussions around the Possible Offer
have experienced delay. They believe that this extension should allow Hestya Energy
sufficient time to complete its due diligence process and allow HES Beheer sufficient time to
reach final agreement on the acquisition of ATIC Services S.A.
Moreover, in the coming period Hestya Energy and HES Beheer will discuss the terms of a
merger protocol and a recommendation by HES Beheer. Accordingly, this announcement
does not qualify as a formal announcement of a public offer within the meaning of the Dutch
public offer rules and therefore does not trigger the start of the regulatory timetable under
those rules. At this time it is uncertain whether the Possible Offer will be made and, if so,
under which conditions.
Reference is made to the joint press release by HES Beheer and Hestya Energy of 26
November 2013 and the press releases by HES Beheer of 22 October 2013, 31 January 2014
and 3 March 2014.
This is a joint public announcement by HES Beheer and Hestya Energy pursuant to the
provisions of Section 4 paragraph 1, Section 4 paragraph 3 and Section 5 paragraph 2 of the
Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft). This public
announcement does not constitute an offer, or any solicitation of any offer, to buy or
subscribe for any securities in HES Beheer and is not for release, publication or distribution,
in whole or in part, in or into, directly or indirectly, the United States, Canada, or Japan. Any
offer will be made only by means of an offer memorandum approved by the Netherlands
Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, "AFM").
In accordance with the applicable Dutch public offer rules, any information shared with the
Major Shareholders about the Possible Offer shall be included in the offer memorandum (if
and when made publicly available by Hestya Energy).
***