USG's Bid is also subject to a number of additional conditions, including the approval of the Bid by the shareholders of USG and the approval of the transaction by the relevant competition authorities.
The offered price of € 23 per share represents a share premium of 43.3% compared to the average closing rates of the last three months and of 43.8% compared to the closing rate of the share today.
It is publicly known that AvH owns 41.78% of the share capital of Solvus.
AvH has committed itself to tender its Solvus shares pursuant to the Bid. This commitment does, however, not prejudice the right of AvH to tender its Solvus shares pursuant to a counterbid or a higher bid, if any.
The board of directors and the management of Solvus in principle support the Bid, subject to review of the content of the draft prospectus of USG.
Since its initial investment in the share capital of Creyf's Interim in October 1991, AvH has always actively supported the growth strategy of the company and has also assisted this process financially. This active support has allowed Creyf's Interim to multiply its turnover by a factor of more than ten over the last 13 years, from € 125 million in 1991 to the € 1,450 million which the Solvus group realised in 2004 in 10 countries.
AvH has always been convinced that, in the consolidation movement of the temporary labor market, Solvus had to further strengthen its market position, through both internal and external growth. Recently, the internal growth perspectives were translated into the announced Drive 2007 program. Concerning the external growth opportunities, it is clear for some time that a merger of Solvus and USG, in whatever form, is one of the options which would clearly create synergies while being in line with market strategy.
USG's Bid on Solvus offers Solvus the opportunity to achieve its strategic objectives more rapidly.
If the Bid succeeds, this will generate cash proceeds of approximately € 240 million, and the capital gain for AvH will amount to over € 130 million (approximately € 4 per share).
Ackermans & van Haaren is a diversified group active in 4 key sectors: dredging and environmental services (DEME, one of the largest dredging companies in the world), human resources services (Solvus Resource Group, number 5 in the European temporary labor market), financial services (Bank Delen, one of the largest independent private asset managers in Belgium - Bank J. Van Breda & C°, niche bank for entrepreneurs and liberal professions) and private equity (Sofinim, one of the largest private equity providers in Belgium with an EVCA-valuation of € 298.9 million). The group concentrates on a limited number of strategic participations with a potential for growth. Market capitalisation of AvH is approximately € 1 billion.
AvH is included in the BEL Mid index and is a member of Euronext Next Prime.
All press releases issued by AvH and its most important group companies as well as the 'Investor Presentation' can also be consulted on the AvH website: www.avh.be.
Antwerp, 14 June 2005
For further information please contact
Luc Bertrand
CEO - Chairman of the Executive Committee
tel: +32.3.231.87.70
e-mail : dirsec@avh.be
Jan Suykens
CFO - Member of the Executive Committee
tel: +32.3.897.92.13
e-mail : dirsec@avh.be
