BAM declares public offers for AM unconditional

26 January 2006 11:44 - Royal BAM Group nv

This is a joint public announcement by Royal BAM Group nv (Royal BAM Group) and Terra Amstel B.V. (Terra Amstel). Not for release, publication or distribution, in whole or in part, in or into the United States of America, Canada, Australia, Japan or Italy and the United Kingdom .The offers for the ordinary shares and warrants AM N.V. (AM) is not being made in or into the United States of America, Canada, Australia, Japan, Italy or the United Kingdom (though it is possible to accept the offers in or from the United Kingdom).

Bunnik, 25 January 2006 - With reference to the public announcement dated 22 December 2005 and the offer document dated 22 December 2005 (the Offer Document), Terra Amstel, a group company of Royal BAM Group, announces to declare the recommended public offers for all issued and outstanding ordinary shares in the capital of AM (Shares) and for all issued and outstanding warrants, exchangeable for Shares (Warrants and together with the Shares, the Securities) (the Offers) unconditional.

Per the expiration of the offer acceptance period on 20 January 2006 on 15.00 hours (CET) 93.8% of the Shares and 100.0% of the Warrants have been tendered under the Offers. The tendered Shares and Warrants together represent 94.1% of the total outstanding Securities.

Settlement

In conformity with the Offer Document, the delivery of the Securities to Terra Amstel and payment of the offer prices of €10.15 in cash (cum dividend and other distributions) per Share and €2.30 in cash per Warrant (the Offer Prices) to the holders of Securities, who have tendered their Securities before 15.00 CET on 20 January 2006 through their (custodian)bank or (stock)broker  to ING Bank N.V.  will take place on 1 February 2006, whereby the Offer Prices will be paid upon delivery of the corresponding tendered Securities. The Securities have to be delivered to ING Bank N.V. in favour of NEGICEF 710NEC F with account number 2024705007.

Post-acceptance

Holder of Securities, who have not yet accepted the Offers will have the opportunity to tender their Securities from Thursday 26 January 2006 until no later than 15.00 (CET) on Friday 10 February 2006 for the same Offer Prices and under the same conditions as set out in the Offer Document. By means of a public announcement the percentage of the Securities that have been tendered in the post-acceptance period will be made public. Payment to the holders of Securities that accept this opportunity to tender their Securities will be completed no later than Wednesday 15 February 2006.

Holders of Securities that wish to accept the Offers and who hold their Securities in an account at a (custodian) bank or (stock) broker are requested to tender their Securities under the Offers through their (custodian) bank or (stock) broker to ING Bank N.V., ING Securities Services, department Paying Agency Services (BV 06.01), Van Heenvlietlaan 220,1083 CN Amsterdam, the Netherlands, no later than 15.00 CET on 10 February 2006.

Offeror

All the shares of Terra Amstel are held by Terra Amstel Holding B.V. (Terra Amstel Holding), a group company of Royal BAM Group. After declaring the Offers unconditional but before settlement of the Offers, Royal BAM Group will transfer 49% of the shares in Terra Amstel Holding to Houdstermaatschappij TAH B.V. (HTAH). At that moment the shares of HTAH will be held by ING Corporate Investment Participaties B.V., Fortis Bank, Delta Lloyd Levensverzekering N.V., Rikon Holding B.V. and Rabobank Nederland Participatiemaatschappij B.V.

Next steps

As soon as allowed by the relevant market authorities, Terra Amstel intends to terminate the listing and trading of the Securities from Euronext Amsterdam Stock Exchange. Securities holders who have not tendered their Securities risk holding Securities in a thinly traded and as such illiquid stock. In addition, Terra Amstel reserves the right to amend AM’s future dividend policy.

As announced in the Offer Document, Terra Amstel can consider any other steps to obtain all Securities, including effectuating a legal merger or the start of a statutory squeeze out procedure in accordance with article 92a of the Dutch Civil Code.

Further information

The information included in this press release is not complete and for further information reference is expressly made to the Offer Document. A detailed description of the Offers is set out in the Offer Document, which is published in English and includes a Dutch summary. In order to reach a reasoned judgement in respect of the Offers and the contents of the Offer Document, the Securities Holders are advised to read the complete Offer Document in detail and to seek, if necessary, independent advice. Copies of the Offer Document and related documents are available free of charge at the head office of AM, Edisonbaan 14h, 3439 MN Nieuwegein, the Netherlands, telephone: +31 30 750 7900, fax: +31 30 750 7901, email: grace.linthorst@ameurope.com and at the office of ING Corporate Finance, Foppingadreef 7, 1102 BD Amsterdam Z-O, the Netherlands, telephone +31 20 563 8535, fax +31 20 563 8503, email: cfprospectus@ingcf.com, as well as on the website of AM (www.ameurope.com) and Royal BAM Group (www.bam.nl).

For further information on AM, electronic copies of the current articles of association of AM, the annual reports of AM on the financial years 2004, 2003 and 2002 as well as the proposed articles of association of AM are also available free of charge at the office of AM and ING Corporate Finance, as well at the abovementioned websites.

This is a public announcement in accordance with Section 9b, subsection 1 of the Dutch Securities Trade Supervision 1995.

For further information: A.C. Pronk, telephone +31 (0) 30 659 86 21.

This press release is published in both Dutch and English. The Dutch version will prevail.