This is a joint press release by Neways Electronics International N.V. (Neways) and Infestos Sustainability B.V. (Infestos), pursuant to the provisions of Section 4, paragraph 3, Section 5, paragraphs 4 and 5 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft) (the Decree) in connection with the announced, recommended public offer by Infestos for all the issued and outstanding ordinary shares in the capital of Neways (the Offer). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Neways. Any offer will be made only by means of an offer memorandum (the Offer Memorandum) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the AFM). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.
ZBG, Menor, and OtterBrabant give irrevocable commitment to Infestos to tender 41.01% of the shares under the Offer
- 41.01% of the issued and outstanding Neways shares now committed to Infestos under the Offer
- Infestos reached agreement with ZBG, Menor and OtterBrabant in relation to their irrevocable commitment to tender all their Shares under the Offer
Son / Enschede, the Netherlands, 8 July 2021, Neways (Euronext Amsterdam: NEWAY) and Infestos
– Reference is made to the joint press release by Neways and Infestos dated 24 June 2021 in respect of the Offer to be made by Infestos at an offer price of EUR 14.55 in cash per share (cum dividend) (the Offer Price).
Infestos and Neways are pleased to announce that Infestos entered into irrevocable undertakings with each of Z.B.G. Capital N.V. (ZBG), Menor Investments B.V. (Menor), and OtterBrabant Beheer B.V. (OtterBrabant). Pursuant to the irrevocables each of ZBG, Menor and OtterBrabant will:
- tender the respective ordinary shares they hold in the capital of Neways (Shares) under the Offer, if and when made. They will do so on the terms and conditions of the Offer as to be described in the Offer Memorandum, including the Offer Price. As per today, ZBG holds 3,432,604 Shares (representing 28.10% of the issued and outstanding Shares), Menor holds 908,078 Shares (representing 7.43% of the issued and outstanding Shares) and OtterBrabant holds 669,696 Shares (representing 5.48% of the issued and outstanding Shares); and
- vote in favor of the resolutions related to the Offer to be voted on at the extraordinary general meeting of Neways to be held in connection with the offer
The irrevocable undertakings contain certain customary undertakings and conditions.
Each of ZBG, Menor and OtterBrabant have not received any information in connection with the Offer that is relevant to Neways shareholders other than (i) the information that will be included in the Offer Memorandum or (ii) the information disclosed in this press release. At the date of this press release Infestos on the one hand, and ZBG, Menor and OtterBrabant on the other hand do not hold shares in each other’s capital.
Settlement agent and advisers
Allen & Overy LLP (Amsterdam) is acting as legal adviser to the Offeror. Kempen & Co is acting as financial adviser to the Offeror and as settlement agent for the Offer and Joh. Berenberg, Gossler & Co. KG is acting as financial adviser to the Offeror. ABN AMRO Bank N.V. is acting as financial adviser and AKD N.V. is acting as legal adviser to Neways. AXECO Corporate Finance B.V. is acting as financial adviser to the Supervisory Board of Neways.
This is a joint public announcement by Infestos and Neways and contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
The information in this press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Infestos and Neways disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Infestos, nor Neways, nor any of their advisers assumes any responsibility for any violation by any of these restrictions. Any Neways shareholder who is in any doubt as to his or her position should consult an appropriate professional adviser without delay.