TMC Group N.V: 98.7% of the Ordinary Shares Accepted Under the Public Offer Made by Time Acquisition B.V.

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• Publié par: tmc-group-n-v
• Nombre de lectures: 13
• Langue: English

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TMC Group N.V: 98.7% of the Ordinary Shares Accepted Under the Public Offer Made by Time Acquisition B.V.

PR Newswire UTRECHT and EINDHOVEN, The Netherlands, December 11, 2012

UTRECHT and EINDHOVEN, The Netherlands, December 11, 2012 /PRNewswire/ --

ThisisajointpublicannouncementbyTMCGroupN.V.(" TM C "orthe" Company ")andTimeAcquisitionB.V. (the" Offeror "), anewlyincorporated100%ownedsubsidiaryoffundsmanagedbyGildeBuyOutPartners (" Gilde "),inconnectionwiththerecommended all- cashpublicoffermadebytheOfferoron12November2012foralltheissuedandoutstandingordinarysharesinthecapitalofTMCpursuanttotheavailabilityoftheoffer memorandumpreparedbyTMCandtheOfferor(the" OfferM emorandum ").Thisannouncementdoesnot constituteanofferoranysolicitationofanyoffertobuyorsubscribeforanysecuritiesinTMC.Capitalised termsusedbutnotdefined hereinshallhavethemeaningascribedtheretointheOfferMemorandum.AnyofferisonlymadebymeansoftheOfferMemorandum.Thisannouncementisnotforrelease,publicationor distribution,inwholeorinpart,inorinto,directlyorindirectly, theUnitedStatesofAmerica,Australia, Canada,orJapan.

98.7%OFTHEORDINARYSHARESACCEPTEDUNDERTHEPUBLICOFFERMADEBYTIMEACQUISITIONB.V.

Highlights

• The shares tendered under the Offer and the already irrevocably committed shares jointly represent an interest of 98.7% of the issued and outstanding ordinary shares in the capital of TMC.

• Ultimately on 13 December 2012 the Offeror will determine whether the Offer Conditions have been satisfied.

46.0%oftheordinarysharestenderedundertheOffer

With reference to the joint press releases of 22 October 2012 and 12 November 2012 in connection with the Offer, the Offeror hereby announces that as per the expiration of the acceptance period on 10 December 2012 at 18:00 hours CET, 1,695,820 ordinary shares with a total value of EUR 31.8 million have been tendered under the Offer, representing 43.1% of the issued ordinary shares in the capital of TMC and 46.0% of the issued and outstanding ordinary shares in the capital of TMC.

DeclaringtheOfferunconditional( gestanddoening )

Ultimately on 13 December 2012 , the Offeror will determine whether the Offer Conditions have been satisfied or waived and announce whether (i) the Offer is declared unconditional, (ii) the Offer will be extended in accordance with Section 5.6 ( ExtensionoftheAcceptancePeriod ) of the Offer Memorandum, or (iii) the Offer is terminated, as a result of the Offer Conditions not having been satisfied or waived, all in accordance with the Offer Memorandum.

LiquidityandDelisting

The consummation of the Offer will reduce the number of Shareholders and the number of Shares that might otherwise be traded publicly and could adversely affect the liquidity and market value of the remaining Shares not tendered and not held by TMC.

If and when the Offer is declared unconditional ( gestandwordtgedaan ), it is the intention of the Offeror to terminate the listing of TMC on Alternext Amsterdam as soon as possible. Such termination will further adversely affect the liquidity of any Shares not tendered. In addition, the Offeror may initiate any of the procedures as set out in Section 4.9.4 ( PossibleMeasuresbytheOfferortoobtain100%oftheShares ) of the Offer Memorandum, including procedures which would result in the termination of the listing of the Shares (including Shares not being tendered).

Announcements

Announcements in relation to the Offer, including announcements in relation to an extension of the Offer past the Acceptance Closing Time will be issued by press release. Subject to any applicable requirements of the Merger Rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.

Other

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and 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.

Digital copies of the Offer Memorandum and Position Statement are available on the website of TMC ( http://www.tmc.nl ).

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AboutTMC

Since its foundation in June 2000 , TMC has focused on mobilising highly educated technical specialists. We distinguish ourselves by supplying rare competencies needed for the development of complex products and projects. Our focus lies with projects that are of vital importance to our clients. In addition, we contribute to the project continuity and flexibility of our clients and we are able to continually supply them with strategic knowledge.

In 2006 TMC was the first Dutch enterprise to be listed on the NYSE Alternext - Euronext, at which time TMC Group N.V. was established. In 2007, TMC acquired Adapté B.V., which is now called TMC Construction. At mid-2012 TMC has 15 business cells and 503 Employeneurs.

AboutGildeBuyOutPartners

Gilde Buy Out Partners is one of the largest mid-market private equity investors in continental Europe, with assets under management of over € 2.0 billion. Through local offices Gilde is active in the Benelux and the neighbouring economies of Germany, Switzerland and Austria. Since its inception in 1982, Gilde has invested in over 250 companies across a diverse range of sectors.

The most recent fund is Gilde Buy Out Fund IV which will include TMC and contains total assets of € 800 million, committed by more than 30 leading international financial institutions, pension funds, government funds and specialised investment funds. Previous investments by Gilde Buy Out Fund IV are Teleplan, Roompot, Eismann and Spandex.

TheOfferisbeingmadewithdueobservanceofsuchstatements,conditionsandrestrictionsasareincludedin theOfferMemorandum.TheOfferorreservestherighttoacceptanytenderundertheOffer,whichismadebyoronbehalfof aShareholder,evenifithasnotbeenmadeinthemannersetoutintheOfferMemorandum.

TheOfferisnotbeingmade,andtheShareswillnotbeacceptedforpurchasefromoronbehalfofany Shareholder,inanyjurisdictioninwhichthemakingoftheOfferoracceptance thereofwouldnotbein compliancewiththesecuritiesorotherlawsorregulationsofsuchjurisdictionorwouldrequireanyregistrationorapprovalwithanyregulatoryauthoritynotexpresslycontemplatedbythetermsoftheO PersonsobtainingtheOfferMemorandumarerequiredtotakeduenoteandobserveallsuchrestrictionsandobtainanynecessaryauthorisations,approvalsorconsents (totheextentapplicable).No actions havebeentaken (norwillactionsbetaken)tomaketheOfferpossibleinanyjurisdictionwheresuch actionswouldberequired.Inaddition,theOfferMemorandumhasnotbeenfiledwithnorrecognisedbythe authoritiesofanyjurisdiction(includingtheAFM).TheOfferisneithersubject totheprovisionssetoutin chapter5. 5oftheNetherlandsFinancialSupervisionAct(Wetophetfinancieel toezicht),nortotheprovisionssetoutintheDecreeofPublicOffersWft(BesluitopenbarebiedingenWft,the"TakeoverDecree"). Consequently,theAFMhasnojurisdictiontoeitherapproveordisapproveandhasneitherapprovednor disapprovedtheOfferortheOfferMemorandum.Neitherthe Offeror,norTMCnoranyofthe irrespective advisersaccepts anyliabilityforanyviolationbyanypersonofanysuchrestriction.Anyperson(including,withoutlimitation,custodians,nomineesandtrustees)whoforwardsorintendstoforwardtheOfferMemorandu Section1(RestrictionsandImportantInformation)oftheOfferMemorandumbeforetakinganyaction.Therelease,publicationordistributionoftheOfferMemoranduminjurisdictionsotherthanTheN mayberestrictedbylawandthereforepersonsintowhosepossessiontheOfferMemorandumcomesshouldinform themselvesabout andobservesuchrestrictions.Anyfailuretocomplywithanysuchrestrictionsmayconstitute aviolationofthelawofanysuchjurisdiction.EachShareholderwhichquestionsitspositionshall immediately consult anappropriateprofessionaladviser.ThispublicannouncementisalsopublishedinDutch; the English versionwillprevailover theDutchversion. Forward-lookingstatements

TheOfferMemorandumincludesforwardlookingstatementsthatinvolveriskanduncertainty.Generally,wordssuchasmay,will,expect,intend,estimate,anticipate,believe,plan,seek,continueorsi trueandaccurateonthedateof theOfferMemorandum,noassurancecanbegiventhatsuchstatementswillbefulfilledorprovetobecorrect,andnorepresentationsaremadeastothefutureaccuracy andcompletenessof theforwardlookingstatements.Anysuchforwardlookingstatementmustbeconsideredtogetherwiththefact thatactualeventsorresultsmayvarymateriallyfromsuchforwardlookingstatementsdueto,amongother things,political,economicorlegalchangesinthemarketsandenvironmentsinwhichtheOfferororTMCdobusiness,tocompetitivedevelopmentsorrisksinherent tothe irrespectivebusinessplansandtouncertainties,risk andvolatilityinfinancialmarketsandotherfactorsaffectingthem.

TheOfferorandTMCundertakenoobligationtopubliclyupdateorreviseanyforwardlookingstatements,whetherasaresultofnewinformation,futureeventsorotherwise,exceptasrequiredbyappli

http://www.gilde.com

http://www.tmc.nl