Amsterdam, The Netherlands - Wolters Kluwer, a leading professional publisher, announces that the Joint Bookrunners (Credit Suisse First Boston and Schroder Salomon Smith Barney) of its EUR 600 million senior convertible bond offering have on November 7, 2001 exercised the over-allotment option in full, taking the total offering size to EUR 700 million.
Based upon a conversion price of EUR 31.00 per depositary receipt, the total increase in the number of shares on a fully diluted basis, taking into account a full issue size of EUR 700 million, will be 22.581 million.
The dilutive effect of the issue of the Bonds will be offset by, inter alia, cost savings arising from (i) the fact that the interest expense arising under the Bonds is less than that under current indebtedness which the issue proceeds will be used to repay and (ii) favourable tax treatment on the expected use of the issue proceeds by Wolters Kluwer within its group.
This is not an offer of securities for sale in the United States. The securities are not being registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Wolters Kluwer nv and that will contain detailed information about Wolters Kluwer nv and its management, as well as its financial statements.
Stabilisation/FSA. Any stabilisation activities will be conducted in accordance with the rules of the FSA.
Schroder Salomon Smith Barney is the trading name of Salomon Brothers International Limited. Schroder is a trademark of Schroders Holdings plc and is used under licence by Salomon Brothers International Limited.