This is a joint press release by Refresco Group N.V. ("Refresco" or the "Company") and PAI Partners SAS ("PAI") and Cubalibre Holdings Inc., being part of a group led by the British Columbia Investment Management Corporation ("bcIMC"), acting jointly through Sunshine Investments B.V. (the "Offeror"), pursuant to Section 4, paragraph 3, Section 16, paragraph 1 and 2 and Section 17, paragraph 1 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Refresco (the "Shares"). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Refresco. An offer is made solely pursuant to the offer memorandum, dated 22 January 2018 (the "Offer Memorandum"), approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, "AFM"). The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any shareholder of the Company, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum.
Paris, France / Victoria, British Columbia, Canada / Rotterdam, the Netherlands - 20 March 2018.
With reference to the joint press release by the Offeror and Refresco dated 22 January 2018 regarding the publication of the Offer Memorandum for the recommended public offer for all Shares (the "Offer"), PAI and bcIMC declare their public offer for all Refresco shares unconditional.
Highlights
- 97.4% of the Shares tendered for acceptance
- All Offer Conditions have been satisfied
- Settlement of tendered Shares will take place on 29 March 2018
- Remaining Shares can be tendered in a post acceptance period commencing 21 March 2018 and ending on 3 April 2018
- Statutory buy-out procedure will be initiated as soon as possible
Acceptance
During the acceptance period that expired on 19 March 2018 at 17:40 hours CET, 79,039,776 Shares had been tendered under the Offer at an offer price of EUR 20 (cum dividend) per Share ("the Offer Price"). These tendered Shares represent approximately 97.4% of all the Company's issued and outstanding share capital (geplaatst kapitaal) and an aggregate value of approximately EUR 1.581 billion.
All Offer Conditions as described in the Offer Memorandum have been satisfied, including obtaining competition clearances from the European Commission and the competent authorities in the United States of America and China. In this respect reference is made to the joint press release by the Offeror and Refresco dated 14 February 2018.
With the satisfaction of All Offer Conditions, Refresco and the Offeror are pleased to announce that the Offeror declares the Offer unconditional (doet gestand).
Please open the link below for the press release:
