Royal BAM Group and AM reach final agreement
Further to the press releases of 30 September 2005, 10 November 2005 and 12 December 2005, Royal BAM Group, Offeror, and AM hereby announce that final agreement has been reached on a recommended public offer for all the issued and outstanding shares and warrants AM by Offeror. The offer document will be available on 22 December 2005.
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Offeror, a group company of Royal BAM Group, is making a recommended public offer for all issued and outstanding ordinary shares in the capital of AM (Shares) and a recommended public offer for all issued and outstanding warrants, exchangeable for Shares (Warrants and together with the Shares, the Securities) (the Offers). The Securities are listed on Eurolist by Euronext Amsterdam N.V. (Euronext Amsterdam). The Offers will be discussed during the extraordinary shareholders’ meeting by management and supervisory board of AM, in accordance with Section 9q of the Dutch Securities Trade Supervision Decree 1995, which will be held at the Crown Plaza Promenade Hotel, Van Stolkweg 1, The Hague at 14.00 CET on 12 January 2006.
Holders of Shares (Shareholders) tendering their Shares will be paid, subject to the Offers being declared unconditional, an amount of EUR 10.15 (cum dividend and other distributions) in cash for each Share. Holders of Warrants (Warrant Holders and together with the Shareholders, the Securities Holders) tendering their Warrants will be paid, subject to the Offers being declared unconditional, an amount of EUR 2.30 in cash for each Warrant. The Offers are unanimously recommended by the management board and the supervisory board of AM. The Offers are being made under the terms and subject to conditions contained in the offer document dated 22 December 2005 (Offer Document)
Offer Acceptance Period
Securities Holders can tender Securities for acceptance as of 23 December 2005, 9.00 CET until 20 January 2006, 15.00 CET (Offer Acceptance Period), subject to extension of the Offer Acceptance Period in accordance with Section 9o, subsection 5 of the Dutch Securities Trade Supervision Decree 1995. The Offeror will no later than 27 January 2006 announce whether the Offers are declared unconditional, subject to extension of the Offer Acceptance Period.
Declaring the Offers unconditional
Within five business days following the expiration of the Offer Acceptance Period Offeror will announce whether the Offers are declared unconditional, in accordance with Section 9t, subsection 4 of the Dutch Securities Trade Supervision Decree 1995, as a result of the conditions of the Offers having been fulfilled or waived. To these conditions belongs, amongst others, the condition that at least 80% of the Securities have been tendered for acceptance under the Offers.
Offeror can extend the Offer Acceptance Period. No later than the third business day following the end of the Acceptance Closing Period on 15.00 CET, a public announcement will be made whether the Offer Acceptance Period will be extended, in accordance with Section 9o, subsection 5 of the Dutch Securities Trade Supervision Decree 1995. During such extension of the Offer Acceptance Period, any Securities previously tendered and not withdrawn by Securities Holders will remain subject to the Offers.
Acceptance by Securities Holders
Securities Holders who want 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, taking into account the Offer Acceptance Period. Securities Holders who hold their Securities in physical form (K-stukken) are requested to deposit their Securities in an account at their (custodian) bank or (stock) broker, whereupon the earlier-mentioned procedure can be followed.
Only institutions that are admitted to Euronext Amsterdam (Admitted Institutions) may tender Securities per fax only (+31 20 797 9607) for acceptance to ING Bank N.V., ING Securities Services, department Paying Agency Services (BV 06.01), Van Heenvlietlaan 220, 1083 CN Amsterdam, the Netherlands. In submitting the acceptance, the Admitted Institutions declare that they have the tendered Securities in their administration and that they undertake to transfer the Securities, if the Offers have been declared unconditional. ING Bank N.V. will pay the Admitted Institutions on behalf of Offeror a commission of EUR 0.0104 in respect of each Share and EUR 0.0024 in respect of each Warrant, up to a maximum of EUR 10,000.00 per depot for the delivery of the Securities by payment in cash. In principle, Admitted Institutions will not charge costs to the Securities Holders who have accepted the Offers for the delivery of Shares and Warrants, neither for the payment for the Shares and Warrants.
Subject to extension of the Offer Acceptance Period and in the event that the Offers are declared unconditional the Securities Holders who have tendered their Securities for acceptance and delivered, will be paid no later than the fifth business day after declaring the Offers unconditional.
All known holders who hold 5% or more of the Shares and Warrants have irrevocably committed themselves to tender all their Securities under the Offers. Such undertakings represent approximately 44% of the outstanding Securities.
Offer Document and 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, 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: email@example.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: firstname.lastname@example.org.
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.
Terra Amstel, a private limited liability company, with its statutory seat in Bunnik, the Netherlands, was incorporated under Dutch law on 4 November 2005, and is a group company of Royal BAM Group. 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, the shares in Terra Amstel Holding B.V. will be held by Royal BAM Group (51%) and by Houdstermaatschappij TAH B.V. (HTAH) (49%). HTAH’s contribution to Terra Amstel Holding of EUR 49 million has been committed by ING Corporate Investment Participaties B.V. (ING CI) and Fortis Bank. ING CI and Fortis Bank intend to syndicate part of their holding in HTAH to a number of other reputable parties. No arrangements have been made with the shareholders of HTAH in respect to a shareholding that they might have in AM. Terra Amstel will finance (part) of the Offers by a committed bank facility, arranged by ING Wholesale Banking and Fortis Bank (Nederland) N.V.
This announcement is made pursuant to the provisions of Section 9b, subsection 1 and Section 9g subsection 1a , of the Dutch Securities Trade Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995).
For more information:
Koninklijke BAM Groep N.V.
Arno C. Pronk, Public Relations Director, tel. +31 (0)30 659 86 21
Michel Westbeek, Director of Internal/External Communications & Investor Relations, tel. +31 (0)30 609 72 52
See also www.ameurope.com