This is a joint press release by AI Avocado B.V. and UNIT4 N.V. pursuant to the provisions of Section 16, paragraph 1 and Section 17, paragraph 1 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree”) in connection with the public offer by AI Avocado B.V. for all the issued and outstanding ordinary shares in the capital of UNIT4 N.V. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in UNIT4 N.V. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada and Japan. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum dated 20 December 2013.
Joint Press Release 5 March 2014
ADVENT DECLARES OFFER FOR UNIT4 UNCONDITIONAL
• Advent declares its public offer for all Shares in UNIT4 unconditional
• 95.2% of all Shares tendered
• All Offer Conditions have been satisfied
• Settlement will take place on 17 March 2014
• Remaining Shares can be tendered during Post-Closing Acceptance Period ending on 19 March 2014
Sliedrecht/London, 5 March 2014 – AI Avocado B.V. (the "Offeror"), a company ultimately indirectly controlled by funds advised and managed by Advent International Corporation ("Advent"), and UNIT4 N.V. ("UNIT4") are pleased to announce that the Offeror declares its recommended all-cash public offer for all the issues and outstanding ordinary shares in the capital of UNIT4 (the "Shares") unconditional (doet gestand).
Status of the Offer
All conditions for the Offer, as described in the Offer Memorandum, have been satisfied.
As announced by the Offeror on 3 March 2014, 28,519,086 Shares have been tendered for acceptance during the Offer Period that expired at 17.40 hours, CET, on 28 February 2014, representing approximately 95.2% of the total number of Shares and, at the Offer Price, a value of EUR 1,105,114,583. No Shares were acquired by the Offeror outside the Offer.
With reference to the Offer Memorandum, Shareholders who accepted the Offer shall receive an amount in cash of EUR 38.75 cum dividend (the "Offer Price") for each Share validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions.
Payment of the Offer Price shall occur on 17 March 2014 (i.e. the Settlement Date).
Post-Closing Acceptance Period (na-aanmeldingstermijn)
The Offeror grants those Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares during the Post-Closing Acceptance Period (na-aanmeldingstermijn) commencing at 09.00 hours, CET, on 6 March 2014 and expiring at 17:40 hours, CET, on 19 March 2014. Shareholders can tender their Shares during the Post-Closing Acceptance Period in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum.
Shareholders who tender their Shares during the Post-Closing Acceptance Period shall not have the right to withdraw such tendered Shares.
The Offeror will publicly announce the results of the Post-Closing Acceptance Period and the total amount and total percentage of Shares held by it in accordance with Section 17, paragraph 4 of the Decree ultimately on the third Business Day following the last day of the Post-Closing Acceptance Period.
The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during such Post-Closing Acceptance Period and shall pay for such Shares as soon as reasonably possible and in any case no later than on the eighth Business Day following the last day of the Post-Closing Acceptance Period.
As a result of the acquisition of at least 95% of the Shares by the Offeror, the Offeror and UNIT4 intend to request Euronext Amsterdam to terminate the listing of the Shares on Euronext Amsterdam as soon as possible. This may adversely affect the liquidity and market value of any listed Shares not tendered. Reference is made to Section 6.11(a) of the Offer Memorandum.
Further consequences of the Offer
The Offeror intends to initiate a squeeze-out procedure and/or take other steps in order to acquire all Shares held by the minority shareholders.
The purchase of Shares by the Offeror pursuant to the Offer, amongst other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly.
The remaining Shareholders who do not wish to tender their Shares in the Post-Closing Acceptance Period should carefully review Section 6.12 (Post-Closing Restructuring) of the Offer Memorandum, which describes certain implications to which they may become subject with their continued shareholding in UNIT4.
The information in this press release is not intended to be complete. For further information in relation to the Offer explicit reference is made to the Offer Memorandum, which was published on 20 December 2013. The Offer Memorandum contains further details regarding the Offer. In addition, UNIT4 has made available the Position Statement, containing the information required by Section 18, paragraph 2 and Annex G of the Decree in connection with the Offer.
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement.
Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.
Copies of the Offer Memorandum are available free of charge at the offices of UNIT4 and the Paying and Exchange Agent and can be obtained by contacting the Offeror, UNIT4 or the Paying and Exchange Agent.
Digital copies of the Offer Memorandum are available on the websites of UNIT4 (www.unit4.com) and Advent (www.adventinternational.com). The UNIT4 and Advent websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of UNIT4 (www.unit4.com).
For more information
Tel: +31 (0)184 444444
Chris Ouwinga, Chairman of the Board
José Duarte, CEO
Edwin van Leeuwen, CFO
Advent International Media Relations
Fergus Wheeler / Louisa Feltes
Tel: +44 (0) 7710 128 347 / +44 (0) 7843 385 075 Switchboard: +44 (0) 2078 313 113
E-mail: fergus.wheeler@fti consulting.com / louisa.feltes@fti consulting.com
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 issue or the solicitation of an offer to buy or acquire the securities of UNIT4 in any jurisdiction.
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, Advent and UNIT4 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 Advent, nor UNIT4, nor any of their respective advisors assumes any responsibility for any violation by any person of any of these restrictions. Any UNIT4 shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada and Japan.
This press release may include “forward-looking statements” and language indicating trends, such as “anticipated” and “expected.” Although Advent and UNIT4 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 assumptions will prove to be correct. Neither Advent nor UNIT4, nor any of their advisors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.
About Advent International – www.adventinternational.com
Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries and today has €23.8 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia.
The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.