Son, the Netherlands, 19 October 2021 – Today Neways Electronics International N.V. (Euronext: NEWAY) (“Neways”) held its extraordinary general meeting of shareholders (“EGM”) in connection with the Offer (as defined in the Position Statement) made by Infestos Sustainable Solutions B.V. (the “Offeror”). Capitalized terms used but not defined in this press release will have the meaning as set forth in the Position Statement.
In addition to the Offer being discussed during the EGM, Mr Riefel and Mr Van Roij were appointed as members of the Supervisory Board under the condition precedent that the Offer is declared unconditional by the Offeror and that Settlement has taken place.
The EGM did not, or not fully, adopt the resolutions relating to (i) the approval of the Post-Closing Merger Restructuring and (ii) the amendment of the Articles of Association after Settlement. Therefore, the Offer Condition laid down in paragraph 6.5 (a) (xi) (Resolutions) of the Offer Memorandum has not been and will not be satisfied before the expiration of the (initial) acceptance period on 27 October 2021. This Offer Condition is for the sole benefit of the Offeror and may be waived by the Offeror in its sole discretion.
Furthermore, the Offer is subject to a minimum acceptance level of 60% of the Shares, or such lower amount as determined by the Offeror in consultation with the Boards but with a minimum of 50.01% of the Shares.
Any further announcements in relation to the Offer will be made by press release.
A full overview of the voting results of the EGM will, in accordance with Dutch law, be made available at www.newayselectronics.com.
Key next steps Offer
Shareholders can tender their shares until 27 October 2021, 17.40 CET, unless extended (the “Closing Date”). Shareholders holding Shares through a financial intermediary should comply with the dates communicated by such financial intermediary, as such dates may differ from, and be earlier than, the Closing Date. Within three Business Days following the Closing Date the Offeror will announce whether or not it declares the Offer unconditional.
More information can be found in the Offer Memorandum and Position Statement, which are published here.