Wavin NV: Mexichem declares Wavin offer unconditional
(Thomson Reuters ONE) -
This is a joint press release by Mexichem, S.A.B. de C.V. and Wavin 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) in
connection with the recommended public offer by Mexichem Soluciones Integrales
Holding, S.A. de C.V., a direct subsidiary of Mexichem, S.A.B. de C.V., for all
the issued and outstanding ordinary shares in the capital of Wavin N.V. This
announcement does not constitute an offer, or any solicitation of any offer, to
buy or subscribe for any securities in Wavin N.V. Any offer will be made only by
means of the Offer Memorandum (as defined below). This announcement is not for
release, publication or distribution, in whole or in part, in or into, directly
or indirectly, the United States of America, Australia, Canada and Japan. Terms
not defined in this press release will have the meaning as set forth in the
Offer Memorandum.
Mexichem declares Wavin offer unconditional
Mexico City (Mexico) and Zwolle (The Netherlands), 8 May 2012 - Reference is
made to the joint press release of Mexichem, S.A.B. de C.V. (Mexichem) and Wavin
N.V. (Wavin) of 9 March 2012, in respect of the all cash public offer by
Mexichem Soluciones Integrales Holding, S.A. de C.V. (the Offeror) for all the
issued and outstanding ordinary shares with a nominal value of EUR 0.40 each in
the capital of Wavin (the Shares) at an offer price of EUR 10.50 cum dividend
for each Share (the Offer).
Highlights
* Offeror declares the Offer unconditional
* 65.00% of the Shares accepted, together with Shares held by the Offeror and
Treasury Shares representing 87.42% of the issued share capital
* Settlement of the Offer will take place on 11 May 2012
* Remaining Shares can be tendered in a Post Acceptance Period starting 9 May
and ending 23 May 2012
Offer declared unconditional
The Offeror is pleased to announce that it declares the Offer unconditional (bod
gestand doet).
Acceptances
During the offer period, which ended at 17:30 hours CET on 7 May
2012, 32,874,501 Shares have been tendered for acceptance under the Offer,
representing approximately 64.74% of the issued Wavin shares, approximately
65.00% of the issued and outstanding Wavin Shares and a value of EUR
345,182,260.50.
The 11,314,417 Shares held by the Offeror on 7 May 2012, together with the
tendered Shares represent a total of 44,188,918 Shares (excluding the 203,123
Treasury Shares held by Wavin), representing approximately 87.02% of the total
issued share capital of Wavin and approximately 87.37% of the total issued and
outstanding share capital of Wavin. In the aggregate, the number of Shares
tendered under the Offer, the number of Shares held by the Offeror and the
Treasury Shares represent approximately 87.42% of the total issued share capital
of Wavin, therefore exceeding the acceptance threshold of 80% that was included
in the Offer Conditions.
Settlement
With reference to the Offer Memorandum, holders of Shares (the Shareholders) who
tendered their Shares under the Offer shall receive an amount in cash of EUR
10.50 cum dividend (the Offer Price) for each Share validly tendered (or
defectively tendered provided that such defect has been waived by the Offeror)
and delivered (geleverd) under the terms and subject to the conditions and
restrictions of the Offer.
Payment of the Offer Price per Share shall occur on 11 May 2012 (the Settlement
Date).
Post Acceptance Period
The Offeror grants the Shareholders who have not yet tendered their Shares under
the Offer the opportunity to tender their Shares in a post acceptance period
(na-aanmeldingstermijn) commencing at 09:00 hours CET on 9 May 2012 and expiring
at 17:30 hours CET on 23 May 2012 (the Post Acceptance Period). Shareholders can
tender their Shares in the same manner and subject to the same terms, conditions
and restrictions as described in the Offer Memorandum all in accordance with
section 17 of the Decree on Public Takeover Bids.
Shares tendered during the Post Acceptance Period will immediately be accepted.
Shareholders who tender their Shares during the Post Acceptance Period shall not
have the right to withdraw such tendered Shares. The Offeror shall arrange for a
payment for the Shares that are validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) and delivered
(geleverd) in the Post Acceptance Period as soon as possible and shall use
reasonable endeavours to arrange that, in respect of Shares that are so tendered
and delivered to Rabobank International, as Settlement Agent in respect of the
Offer, before 17:30 hours CET on any day that NYSE Euronext Amsterdam is open
for trading (a Trading Day) during the Post Acceptance Period, the payment of
EUR 10.50 cum dividend per Share shall be made on the third Trading Day after
the date on which the relevant tender and delivery were made.
Further consequences of the Offer
The remaining Shareholders who do not wish to tender their Shares in the Post
Acceptance Period should carefully review Section 6.8 of the Offer Memorandum,
which describes certain risks that will exist in connection with their continued
shareholding in Wavin.
The purchase of Shares by the Offeror pursuant to the Offer, among other things,
will reduce the number of Shareholders and the number of Shares that might
otherwise trade publicly and thus adversely affect the liquidity and market
value of the Shares not tendered.
As soon as legally possible and practicable, the Offeror intends to terminate
the listing of the Shares on NYSE Euronext Amsterdam. This may further adversely
affect the liquidity and market value of any listed Shares not tendered.
Depending on the number of Shares obtained by the Offeror under the Offer
(including during the Post Acceptance Period), the Offeror intends to initiate a
squeeze-out procedure in order to acquire all Shares held by the minority
shareholders (subject to the Offeror obtaining at least 95% of the Shares), or
to take other steps to terminate the listing and/or acquire Shares that were not
tendered under the Offer, including effecting a legal merger and/or entering
into an asset sale transaction or any other legal measure as set out in the
Offer Memorandum.
Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer
and does not replace the Offer Memorandum and the Position Statement. The
information in this announcement is not complete and additional information is
contained in the Offer Memorandum and the Position Statement. Terms not defined
herein shall have the meaning as set out in the Offer Memorandum. 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 this Offer Memorandum and any documents incorporated by
reference herein are available on the website of Wavin (www.wavin.com), Mexichem
(www.mexichem.com) and the Offeror
(www.mexichem.com/English/SolucionesIntegrales /si.html). Copies of the Offer
Memorandum are also available free of charge at the offices of Mexichem, the
Offeror, the Settlement Agent and Wavin at the addresses mentioned below. The
Mexichem, Offeror and Wavin websites do not constitute a part of, and are not
incorporated by reference into, the Offer Memorandum.
Copies of the Position Statement, the Wavin Articles of Association, the
amendments to the Wavin Articles of Association (before delisting and after
delisting of the Wavin) and the annual consolidated financial statements of
Wavin for the Financial Year 2010 and the Financial Year 2009 including notes
and auditor's report are available free of charge at the offices of Wavin and
can be obtained by contacting Wavin at the address mentioned below and also on
the website of Wavin (www.wavin.com). The annual consolidated financial
statements of Wavin for the Financial Year 2011 are included in the Offer
Memorandum and the annual report for the Financial Year 2011 is available on the
website of Wavin (www.wavin.com).
Advisors
Barclays is acting as lead financial advisor and Citigroup Global Markets as
joint financial advisor to Mexichem; Bank of America Merrill Lynch is acting as
financial advisor to Wavin.
Allen & Overy is acting as legal counsel to Mexichem; Stibbe is acting as legal
counsel to Wavin.
Contact details
The Offeror and Mexichem
Rio San Javier 10
Fracc. Viveros del Rio
Tlalnepantla, Estado de Mexico
54060 Mexico
Wavin
Stationsplein 3
P.O. Box 173
8000 AD Zwolle
The Netherlands
The Settlement Agent
Rabobank International
Croeselaan 18
P.O. Box 17100
3500 HG Utrecht
The Netherlands
Tel: +31 (0)30 712 4451
Fax: +31 (0)30 712 4018
Email: prospectus(at)rabobank.com
For more information
Mexichem Wavin
Enrique Ortega Prieto Herbert van Zijl
Director of Strategic Planning and Media Relations
Investor Relations Telephone: +31 38 429 4209
Telephone: +(52 55) 5279 8304 Mobile: +31 6 51461442
E-mail: eortega(at)kaluz.com E-mail: media(at)wavin.com
Ton Bruijne
Investor Relations
Telephone: +31 38 429 4357
Mobile : +31 6 51234949
E-mail: InvestorRelations(at)wavin.com
About Mexichem
Mexichem is a leader in plastic pipe systems and in the chemical and
petrochemical industry in Latin America, with more than 50 years of experience
in the region and 33 years on the Mexican Stock Exchange with a market
capitalisation of approximately EUR 5.2 billion(1). Mexichem, which exports to
more than 50 countries, and has presence in Latin America, North America, Europe
and Asia, has an annual turnover of approximately EUR 2.8 billion and EBITDA of
approximately EUR 594 million(2). With more than 10,000 employees throughout
virtually the entire American continent, UK and Japan, the company has the
largest fluorspar mine in the world and is the only fully integrated coolant gas
producer in America. It is also the largest producer of PVC resin in Latin
America and contributes actively to the development of the countries through
products that have a wide market in the most dynamic growth sectors including
construction, housing, drinking water, and urban sewage in Mexico, the United
States, UK, Japan and Latin America. More details about Mexichem can be found at
www.mexichem.com.
(1) Based on market data from FactSet as at 4 May 2012. MXN:EUR exchange rate of
17.06.
(2) Unaudited financials based on Mexichem full year 2011 results announced on
21 February 2012. MXN:EUR average exchange rate during 2011 of 17.29 from
FactSet.
About Wavin
Wavin is the leading supplier of plastic pipe systems and solutions in Europe.
The company provides essentials: plastic pipe systems and solutions for tap
water, surface heating and cooling, soil and waste, rain- and storm water,
distribution of drinking water and gas and telecom applications. Wavin is
headquartered in Zwolle (The Netherlands) and has a presence in 25 European
countries. The company employs approximately 6,000 people and reported revenue
of approximately EUR 1.3 billion for 2011. Outside Europe, it has a global
network of agents, licensees and distributors. Wavin is listed on the NYSE
Amsterdam stock exchange (WAVIN). More details about Wavin can be found at
www.wavin.com.
General Restrictions
The distribution of the Offer Memorandum and/or the making of the Offer in
jurisdictions other than the Netherlands may be restricted and/or prohibited by
law. The Offer is not being made, and the Shares will not be accepted for
purchase from or on behalf of any Shareholders, in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the securities or
other laws or regulations of such jurisdiction or would require any
registration, approval or filing with any regulatory authority not expressly
contemplated by the terms of the Offer Memorandum. However, acceptances of the
Offer by Shareholders not residing in the Netherlands will be accepted by the
Offeror if such acceptances comply with (i) the acceptance procedure set out in
the Offer Memorandum, and (ii) the applicable laws and regulations in the
jurisdiction from which such acceptances have been made. Persons obtaining the
Offer Memorandum are required to take due notice and observe all such
restrictions and obtain any necessary authorisations, approvals or consents.
Outside of the Netherlands, no actions have been taken (nor will actions be
taken) to make the Offer possible in any jurisdiction where such actions would
be required. In addition, the Offer Memorandum has not been filed with nor
recognised by the authorities of any jurisdiction other than the Netherlands.
Neither the Offeror, Mexichem or Wavin, nor any of their respective affiliates
or any of their respective supervisory or managing directors, employees or
advisers accepts any liability for any violation by any person of any such
restriction. Any person (including, without limitation, custodians, nominees and
trustees) who would or otherwise intends to forward the Offer Memorandum or any
related document to any jurisdiction outside the Netherlands should carefully
read Section 1 (Restrictions) and Section 2 (Important information) of the Offer
Memorandum before taking any action. The release, publication or distribution of
the Offer Memorandum and any documentation regarding the Offer or the making of
the Offer in jurisdictions other than the Netherlands may be restricted by law
and therefore persons into whose possession the Offer Memorandum comes should
inform themselves about and observe such restrictions. Any failure to comply
with any such restrictions may constitute a violation of the law of any such
jurisdiction.
United States of America
The Offer is not being made, directly or indirectly, in or into, or by use of
the mailing systems of, or by any means or instrumentality (including, without
limitation, electronic mail, post, telephone, facsimile, telex or electronic
transmission) of interstate or foreign commerce of, or of any facility of a
securities exchange of the United States of America, and the Offer cannot be
accepted by any such use, means, instrumentality or facility of or from within
the United States of America. Accordingly, the Offer Memorandum and any related
documents are not being and must not be mailed or otherwise distributed or sent
in or into the United States of America or in their capacities as such
custodians, trustees or nominees holding shares for American persons and persons
receiving such documents (including, without limitation, custodians, nominees
and trustees) must not distribute or send them into such jurisdictions and doing
so will render invalid any relevant purported acceptance of the Offer.
The Offer Memorandum has not been submitted to or reviewed by the United States
Securities and Exchange Commission (SEC) or any state securities commission.
Neither the SEC nor any such state securities commission has approved or
disapproved or determined whether the Offer Memorandum is truthful or complete.
Any representation to the contrary is a criminal offence in the United States of
America.
Australia, Canada and Japan
The Offer and any solicitation in respect thereof is not being made, directly or
indirectly, in or into Australia, Canada or Japan, or by use of the mailing
systems, or by any means or instrumentality of interstate or foreign commerce,
or any facilities of a national securities exchange, of Australia, Canada or
Japan. This includes, but is not limited to, post, facsimile transmission, telex
or any other electronic form of transmission and telephone. Accordingly, copies
of the Offer Memorandum and any related press announcements, acceptance forms
and other documents are not being sent and must not be mailed or otherwise
distributed or sent in, into or from Australia, Canada or Japan or, in their
capacities as such, to custodians, nominees or trustees holding Shares for
persons residing in Australia, Canada or Japan. Persons receiving the Offer
Memorandum and/or such other documents must not distribute or send them in, into
or from Australia, Canada or Japan, or use such mails or any such means,
instrumentality or facilities for any purpose in connection with the Offer; so
doing will invalidate any purported acceptance of the Offer. The Offeror will
not accept any tender by any such use, means, instrumentality or facility from
within Australia, Canada or Japan.
Tender and transfer of Shares constitutes a representation and warranty that the
person tendering the Shares (i) has not received or sent copies of the Offer
Memorandum or any related documents in, into or from Australia, Canada or Japan
and (ii) has not otherwise utilised in connection with the Offer, directly or
indirectly, the mails or any means or instrumentality including, without
limitation, facsimile transmission, telex and telephone of interstate or foreign
commerce, or any facility of a national securities exchange of, Australia,
Canada or Japan. The Offeror reserves the right to refuse to accept any
purported acceptance that does not comply with the foregoing restrictions, any
such purported acceptance will be null, void and without effect.
Forward-Looking Statements
This press release may include "forward-looking statements" and language
indicating trends, such as "anticipated" and "expected." Although Mexichem and
Wavin 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 Mexichem nor Wavin, 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.
Please click here to view the release in PDF format:
http://hugin.info/143050/R/1609979/511576.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Wavin N.V. via Thomson Reuters ONE
[HUG#1609979]
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