This is a joint press release by DPA Group N.V. (“DPA”) and New Horizons Holding B.V. (the "Offeror"), an entity incorporated under Dutch law, owned by certain funds managed and/or advised by Gilde Equity Management (GEM) Benelux Partners B.V. (“Gilde”), pursuant to the provisions of Section 7 paragraph 1 sub a of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the announced proposed recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of DPA (the “Shares”).
This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an offer memorandum. With reference to the joint press release by DPA and the Offeror dated 1 March 2021, (i) the commencement of the offer is subject to the satisfaction or waiver of the commencement conditions and (ii) if and when made, the offer is subject to the satisfaction or waiver of the offer conditions, all in accordance with the terms of the merger protocol between DPA and the Offeror. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada or Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.
Update on intended all-cash public offer by New Horizons Holding B.V. for all DPA shares
Houten/Bussum, the Netherlands – 25 March 2021
Reference is made to the joint press release by DPA and the Offeror dated 1 March 2021 in respect of the conditional agreement on a recommended all-cash public offer (the "Offer") for the Shares at an offer price of EUR 1.70 (cum dividend).
DPA and the Offeror hereby provide a joint update on the Offer in accordance with the provisions of Section 7, paragraph 1 sub a of the Decree which require a public announcement including a status update regarding an intended public offer within four weeks following its announcement.
DPA and the Offeror confirm that they are making good progress on the preparations for the Offer. The Offeror intends to submit a request for review and approval of the offer memorandum in relation to the Offer to the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) this week.
In addition, the required competition clearances are received. DPA and the Offeror anticipate that closing of the Offer will be in Q2/Q3 2021, based on the required steps and subject to the necessary approvals.
For more information: CFF Communications, Geert Pielage, +31 (0)6 50 99 93 43
About DPA
DPA holds a top-3 position in specialist in secondment solutions in its chosen niche markets in the Netherlands. These services are a value add solution for any organization looking for professionals with specialized knowledge and skills at short notice. Our employees use this experience to help fast-track their careers and development and to grow in their respective fields. DPA offers its employees the opportunity to be passionate about their work and to continuously work on their professional and personal development.
At DPA, we supply only the very best professionals, both to resolve complex issues and complete temporary assignments. We have segmented our services into 12 areas of expertise: supply chain & logistics, banking & insurance, legal, tax, privacy & information security, social domain, IT, engineering, finance & control, facility, procurement, compliance & risk.
Fast and secure: based on our knowledge of clients and our experience, we make a careful selection from our pool of more than 1,000 DPA professionals and our network of independent specialists. We then assign our professionals to take on challenging projects with high-profile clients.
Since we ensure that our highly qualified professionals develop their knowledge and skills on an ongoing basis, our clients value us as a proactive knowledge partner that always provides them with the specialist expertise they need with effective solutions to future challenges. Further information is available at www.dpa.nl
About Gilde Equity Management
Gilde is one of the most prominent independent private equity firms in the Benelux with c. EUR 1.5 billion under management, entrusted by blue chip institutional investors through funds with a long-term investment horizon. Gilde participates in companies run by entrepreneurial management teams with strong growth ambitions. Over the years, Gilde has invested in a large number of companies with activities in a wide range of sectors, including in particular the consulting and staffing industry (examples being Actief Interim, Conclusion, Eiffel, EV-Box, Famed, Future Groep and Nspyre). Gilde actively supports its portfolio companies in the pursuit of its ambitious growth plans, including organic and buy-and-build opportunities. Further information is available at www.gembenelux.com
Disclaimer
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, DPA, the Offeror and Gilde 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 DPA, nor the Offeror nor Gilde, nor any of their advisors, assumes any responsibility for any violation of any of these restrictions. Any DPA shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to the United States, Canada or Japan.
The information in the press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or acquire the securities of DPA in any jurisdiction.
Forward Looking Statements
Certain statements in this press release may be considered “forward-looking statements,” such as statements relating to the targeted timeline for the Offer. Forward-looking statements include those preceded by, followed by or that include the words “anticipated,” “expected” or similar expressions. These forward-looking statements speak only as of the date of this release. Although DPA, the Offeror and Gilde 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 forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, receipt of regulatory approvals without unexpected delays or conditions, the Offeror’s ability to successfully operate DPA without disruption to its other business activities, the Offeror’s ability to achieve the anticipated results from the acquisition of DPA, the effects of competition, economic conditions in the global markets in which DPA operate, and other factors that can be found in DPA’s, the Offeror's and/or Gilde’s press releases and public filings.
Neither DPA, nor the Offeror nor Gilde, nor any of their advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups. Each of DPA, the Offeror and Gilde expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.