Exact Holding B.V.
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Publicatie datum
15 dec 2014 - 19:30
Statutaire naam
Exact Holding B.V.
Titel
Recommended all-cash public offer by funds advised by Apax for all issued and outstanding ordinary shares in Exact
Bericht
Publication of Offer Memorandum – Acceptance Period ends 10 February 2015
Transaction highlights
• Recommended public offer for all Shares in Exact at an offer price of EUR 32.00 (cum dividend) in cash per Share
• The Offer Price represents a premium of 27.0% to the closing share price of 10 July 2014 1 and a premium of 39.6% to the average closing share price of the last 12 months prior to that date
• Certain of Exact's major Shareholders, together holding approximately 60% of the Shares, have irrevocably confirmed to support and accept the Offer
• The Board of Managing Directors and Supervisory Board of Exact unanimously support and recommend the Offer
• Exact's works council has rendered its positive advice in respect of the Offer and the financing thereof and the Asset Sale and Liquidation
• The Offer is subject to satisfaction or waiver of the Offer Conditions as set out in the Offer Memorandum
• The Offeror has indicated that it seeks to acquire 100% of the Group's assets following Settlement of the Offer, if required, either by means of statutory squeeze-out proceedings (uitkoopprocedure) or by means of an alternative structure pursuant to which the Offeror acquires all assets and liabilities of Exact, including the Asset Sale and Liquidation
• The parties have agreed on certain non-financial covenants, including the following matters:
o Maintaining Exact’s corporate identity and culture
o Exact headquarters, central management and key support functions will remain in The Netherlands
o The existing obligations of Exact, pursuant to employment agreements, will be honored and will not be changed as a result of the proposed transaction
• The Offeror is in the process of seeking regulatory approvals
• The Acceptance Period starts on 16 December 2014 at 09:00 hours CET and ends on 10 February 2015 at 17:40 hours CET, unless extended
• Exact shall convene an EGM to be held on 27 January 2015 to discuss the Offer and vote on resolutions relating to the Offer...
Datum laatste update: 06 april 2026