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D.E MASTER BLENDERS 1753 : Update on the intended offer by Oak Leaf for D.E MASTER BLENDERS 1753

 D.E MASTER BLENDERS 1753 : Update on the intended offer by Oak Leaf for D.E
                             MASTER BLENDERS 1753

Full Press Release in PDF

    Update on the intended offer by Oak Leaf for D.E MASTER BLENDERS 1753

  *Draft offer memorandum submitted to the SEC

  *AFM's review process of the draft offer memorandum currently underway

  *Acceptance period  of eight  weeks under  the Offer  expected to  commence 
    shortly 

  *Works council has rendered positive advice for the Offer

  *Committed financing is in place

  *A  post-closing  merger  and  liquidation  will  be  proposed  to   DEMB's 
    shareholders, which, if the conditions  for such structure are  satisfied, 
    will increase  deal  certainty, reduce  costs  and lead  to  an  increased 
    efficiency of the DEMB group's financing structure 

  *As a result  of the proposed  post-closing merger and  liquidation, it  is 
    intended that each non-tendering DEMB shareholder will receive an  advance 
    liquidation distribution per DEMB share equal to the Offer Price,  without 
    interest and subject to withholding and other taxes

  *DEMB extraordinary shareholders' meeting  is expected to  be held on  July 
    31, 2013

Amsterdam / Haarlem,  June 6,  2013 -  Reference is  made to  the joint  press 
releases by Oak Leaf B.V. (the  "Offeror"), a newly incorporated company  that 
is wholly  owned by  Joh. A.  Benckiser  led investor  group, and  D.E  MASTER 
BLENDERS 1753 N.V. ("DEMB") dated April 12,  2013 and May 10, 2013 in  respect 
of the intended  public cash  offer for  all issued  and outstanding  ordinary 
shares in the capital of DEMB at an offer price of € 12.50 (cum dividend) (the
"Offer Price")  for each  DEMB  ordinary share  (on  a fully  diluted  basis), 
subject to customary conditions (the "Offer").

Offer timetable: review draft offer document currently underway

A draft  of  the  offer  memorandum has  been  submitted  to  the  Netherlands 
Authority for the Financial Markets (Stichting Autoriteit Financiële  Markten) 
(the "AFM"), who has reviewed and commented  on the draft. A revised draft  of 
the offer memorandum, incorporating comments from the AFM, has been  submitted 
to the  U.S. Securities  and Exchange  Commission (the  "SEC") and  the  SEC's 
review of the draft offer memorandum is currently underway. Following comments
from the SEC, a revised and possibly final draft of the offer memorandum  will 
be submitted to the AFM.

The Offeror intends to publish the offer memorandum with respect to the  Offer 
shortly after  obtaining  approval from  the  AFM and  will  thereby  formally 
commence the Offer.
As described in the  draft offer memorandum, the  Offeror will provide for  an 
acceptance period (aanmeldingstermijn) of eight weeks.

Works council has rendered positive advice

The works  council of  Koninklijke  Douwe Egberts  B.V. ("KDE")  has  rendered 
positive advice in respect of (i) the support, recommendation and execution by
DEMB's board of directors (the "Board") of the Offer and (ii) the financing of
the Offer, as well as  any action required for  the implementation of (i)  and 
(ii).
The works council  of KDE  has also  been requested  to render  its advice  in 
respect of the unanimous support, recommendation and execution by the Board of
the merger proposal with respect to  the Legal Merger (as defined below)  (the 
"Merger Proposal"). It is currently  expected that this advice procedure  will 
be completed before commencement of the Offer.

Merger clearance filings
On May 14, 2013, the Offeror submitted a merger notification with the European
Commission.  In  addition,  the  Offeror  made  a  filing  with  the   Federal 
Antimonopoly Service  of Russia  on May  13, 2013.  The Offeror  and DEMB  are 
confident that they will secure all relevant competition approvals before  the 
end of the acceptance period.

Governance
The Offeror intends to nominate Michel Cup for appointment as executive member
of the Board by  DEMB's Extraordinary General  Meeting of Shareholders,  which 
appointment shall become effective as per settlement of the Offer.

Post-Closing Merger and Liquidation
As further described in the draft offer memorandum, the Offeror and DEMB  have 
agreed  in  principle  to  certain  arrangements  to  facilitate  the  Offeror 
acquiring 100% of the shares of a  legal successor of DEMB and full  ownership 
of DEMB's  business (the  "Post-Closing Merger  and Liquidation")  as soon  as 
practically possible after completion of the Offer and upon the fulfillment of
certain conditions. As a result of the Post-Closing Merger and Liquidation, it
is intended that  each DEMB  shareholder that did  not accept  the Offer  will 
receive an advance liquidation distribution per DEMB share equal to the  Offer 
Price, without interest and subject to withholding and other taxes.

The Post-Closing  Merger and  Liquidation will  reduce costs  and lead  to  an 
increased  efficiency  of  the  DEMB  group's  financing  structure  and  also 
increases the likelihood of  the consummation of the  Offer and allows  DEMB's 
shareholders to obtain  cash for their  shares without any  action from  their 
part.

As part of these arrangements, the Offeror and DEMB have agreed that DEMB will
convene an Extraordinary General Meeting of Shareholders, including to discuss
and vote on the Merger Proposal, subject to (i) the completion of any required
works council advice procedures  and (ii) the SEC  either (a) having  declared 
effective a registration statement relating to the Legal Merger under the U.S.
Securities  Act  of  1933  or  (b)  having  granted  an  exemption  from  such 
obligation.

If DEMB's Extraordinary General Meeting of Shareholders votes in favor of  the 
Legal Merger and, subsequently,  the Offer is  declared unconditional with  an 
acceptance level that  is less than  the minimum acceptance  of 95% of  DEMB's 
issued and outstanding ordinary shares on a fully diluted basis (the  "Minimum 
Acceptance Condition"),  the Offeror  may resolve  to continue  to pursue  the 
Post-Closing Merger and Liquidation.

The Offeror  and DEMB  have agreed  that the  Offeror will  waive the  Minimum 
Acceptance  Condition,  if  (i)   DEMB's  Extraordinary  General  Meeting   of 
Shareholders has voted in favor of the Legal Merger and such resolution is  in 
full force and effect, (ii) there is a minimum acceptance of 80% of the DEMB's
issued and outstanding ordinary shares on a fully diluted basis at the end  of 
the acceptance  period, (iii)  the Offeror  has obtained  a waiver  under  the 
senior  facilities  agreement  with  respect  to  the  Offer  (the  "SFA")  in 
accordance with the  provisions of  the SFA  to waive  the Minimum  Acceptance 
Condition without any change to the terms or conditions of the SFA and without
supplemental terms or  conditions (other  than such waiver)  and (iv)  nothing 
shall have occurred that will prevent  or delay, or is reasonably expected  to 
prevent or delay in any material  respect, the completion of the  Post-Closing 
Merger and Liquidation in accordance with its contemplated terms, which  shall 
for the avoidance  of doubt include  that the Merger  Proposal shall not  have 
been withdrawn, and no non-frivolous claim or non-frivolous objection based on
law or contract is made that will materially adversely affect or is reasonably
likely to materially adversely affect  the implementation of the  Post-Closing 
Merger and Liquidation  in accordance with  its contemplated terms  (including 
the transfer of  all assets  and liabilities  of DEMB  to Oak  Sub B.V.  ("Oak 
Sub")).

In summary, the Post-Closing Merger and Liquidation consists of the  following 
transaction steps:

  *DEMB will  merge and  disappear into  Oak Sub,  an indirect  wholly  owned 
    non-listed subsidiary  of  the  Offeror.  As  part  of  this  merger,  the 
    non-tendering Shareholders will receive shares  in the capital of New  Oak 
    B.V. ("New  Oak"), a  direct  wholly owned  non-listed subsidiary  of  the 
    Offeror and the sole  shareholder of Oak Sub,  on a share-for-share  basis 
    (the "Legal  Merger").  As  a  consequence, DEMB  will  be  delisted  from 
    Euronext Amsterdam.

  *New Oak  will sell  and transfer  the shares  in Oak  Sub to  the  Offeror 
    against payment  of the  Offer Price  multiplied by  the total  number  of 
    shares in the capital of New Oak, in the form of cash and a loan note.

  *New Oak will be liquidated and it is intended that the cash  consideration 
    will be distributed by means of an advance liquidation distribution to the
    shareholders  of  New  Oak,  other  than  the  Offeror,  and  the  advance 
    liquidation distribution to the Offeror will be set-off against the note.

  *It is intended that the amount of the advance liquidation distribution per
    share in the capital of New Oak will be equal to the Offer Price,  without 
    interest and subject to withholding and other taxes.

On the basis of a  tax ruling issued by  the Dutch tax authorities,  generally 
the amount  of  Dutch dividend  withholding  tax on  the  advance  liquidation 
distribution would be approximately € 0.436 per New Oak share (15% of €  2.909 
per New Oak share,  being the excess of  the advance liquidation  distribution 
over the recognized average paid-in  capital), which is approximately 3.5%  of 
the Offer Price.

If the Offer is  declared unconditional, DEMB's shareholders  will be able  to 
tender   their    shares    during   a    post-closing    acceptance    period 
(na-aanmeldingstermijn) of at least five business days and, as a result, avoid
the consequences of the Post-Closing Merger and Liquidation.

If, immediately following the post-closing acceptance period, the Offeror  and 
its affiliates,  alone or  together with  DEMB, hold  at least  95% of  DEMB's 
aggregated issued share capital on a fully diluted basis, the Offeror will not
pursue the Post-Closing Merger and Liquidation, but will commence a  statutory 
buy-out (uitkoopprocedure) in order to  acquire the remaining DEMB shares  not 
tendered and not held by the Offeror, its affiliates or DEMB.

Offer conditions

As further described in  the draft offer memorandum,  the consummation of  the 
Offer will be  subject to the  satisfaction or waiver  of the following  Offer 
conditions:

i.the Minimum Acceptance Condition;

ii.relevant competition clearances for the Offer having been obtained;

iii.no revocation or change of the recommendation by the Board;

iv.the members of the Board shall  not have taken any action that  frustrates 
    the Offer;

v.DEMB's Extraordinary General Meeting of Shareholders having adopted certain
   resolutions;

vi.no material breach of the merger protocol having occurred;

vii.the USPP tender agreements with the holders of DEMB's USPP notes being in
     full force and effect;

viii.the supervisory board  of KDE  not having  revoked its  approval of  the 
      financing of the Offer;

ix.no material adverse change having occurred;

x.no notification having been received from the AFM that preparations of  the 
   Offer are in breach of the offer rules; and

xi.no order, stay, judgment, decree or  suit having been issued or  initiated 
    by  a  governmental  authority  prohibiting  or  materially  delaying  the 
    transaction.

Without prejudice to the Offeror's obligation to waive the Minimum  Acceptance 
Condition upon the fulfillment of  certain conditions as described above,  the 
Offeror may  also waive  the Minimum  Acceptance Condition  if the  acceptance 
level is below 80%, unless the acceptance level is below 66.67% in which  case 
prior approval of DEMB is required.

For more information

D.E MASTER BLENDERS 1753

Contact Investor Relations          Corporate Communications
        Robin Jansen                Michiel Quarles van Ufford
        +31 20 558 1014             +31 20 558 1080
        investor-relations@DEMB.com media-relations@DEMB.com

The Offeror

Contact European Media: Hill+Knowlton       US Media: Abernathy McGregor
        Ingo Heijnen or Frans van der Grint Tom Johnson
        +31 20 404 47 07                    +1 212 371-5999

Important information for DEMB shareholders

The information in this press release is  not intended to be complete and  for 
further information explicit reference is  made to the offer memorandum,  when 
finally published. The offer memorandum  will contain details of the  intended 
Offer.

This announcement is  neither an offer  to purchase nor  a solicitation of  an 
offer to sell securities, including shares  in DEMB. The public offer for  the 
issued and outstanding ordinary shares of DEMB described in this  announcement 
has not commenced. At the time the Offer is commenced, the Offeror will file a
Tender Offer Statement  on Schedule  TO with  the SEC,  and DEMB  will file  a 
Solicitation/Recommendation Statement on  Schedule 14D-9 with  respect to  the 
Offer.

The  Tender  Offer  Statement  (including  an  offer  memorandum   (containing 
information required by the AFM  as well as by the  SEC), a related letter  of 
transmittal and  other offer  documents) and  the  Solicitation/Recommendation 
Statement, as they may  be amended from time  to time, will contain  important 
information that should  be read carefully  before any decision  is made  with 
respect to the Offer. Those materials  and other documents filed or  furnished 
by the Offeror or filed or furnished by DEMB with the SEC will be available at
no charge on  the SEC's web  site at www.sec.gov.  In addition, investors  and 
shareholders will be able  to obtain free copies  of these materials filed  by 
DEMB by contacting Investor Relations by  mail at Oosterdokstraat 80, 1011  DK 
Amsterdam, the  Netherlands, by  email  at investor-relations@demb.com  or  by 
telephone at +31 20 558 1015.

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,  the Offeror  and  DEMB 
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  in  one or  more  of  those 
jurisdictions. Neither  the  Offeror, nor  DEMB,  nor any  of  their  advisers 
assumes any responsibility  for any violation  by any person  of any of  these 
restrictions. Any DEMB shareholder who is in any doubt as to his/her  position 
should consult an appropriate professional adviser without delay.

Forward looking statements 

This press  release  may  include "forward-looking  statements"  and  language 
indicating trends, such as "anticipated" and "expected". Although the  Offeror 
and DEMB 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 assumptions will prove to be
correct. These statements are subject to risks, uncertainties, assumptions and
other important factors, many of which may be beyond the control of DEMB,  and 
could cause  actual  results to  differ  materially from  those  expressed  or 
implied in these forward-looking statements.  Factors that could cause  actual 
results to differ from  such statements include, but  are not limited to:  the 
occurrence of any event, change or other circumstances that could give rise to
the termination of the  Offer, the failure  to receive, on  a timely basis  or 
otherwise, the required  approvals by government  or regulatory agencies,  the 
risk that an Offer condition to the Offer may not be satisfied, the ability of
DEMB to  retain  and  hire  key  personnel  and  maintain  relationships  with 
customers, suppliers and other business partners pending the completion of the
tender offer,  and other  factors  described in  "Risk Factors"  and  "Forward 
Looking Statements" in DEMB's Annual Report  on Form 20-F for the fiscal  year 
ended June 30, 2012  and reports on Form  6-K thereafter. Neither the  Offeror 
nor DEMB,  nor  any of  their  advisers  accepts any  responsibility  for  any 
financial information contained in this press release relating to the business
or operations  or  results  or  financial condition  of  the  other  or  their 
respective groups.

                                 #  #  #

About the Offeror
The Offeror is a member of a privately-held affiliated group of entities,
operating under the Joh. A. Benckiser ("JAB") trade name. JAB is focused on
very long term investments in companies with premium brands in the fast moving
consumer goods category. JAB's portfolio includes a majority stake in Coty
Inc., a global leader in beauty, a majority stake in Peet's Coffee & Tea Inc.,
a premier specialty coffee and tea company, a majority stake in Caribou Coffee
Company, Inc., a specialty retailer of high-quality premium coffee products
and a minority stake in Reckitt Benckiser Group PLC, a global leader in
health, hygiene and home products. JAB also owns a luxury goods company with
brands such as Jimmy Choo, Bally and Belstaff. In the ordinary course of its
business JAB examines potential investments in or acquisitions of companies in
the coffee and tea category and in the cosmetics and luxury goods category.
The assets of JAB are overseen by its senior partners, Peter Harf, Bart Becht
and Olivier Goudet.

About D.E MASTER BLENDERS 1753
D.EMASTERBLENDERS1753 is a leading pure-play coffee and tea company that
offers an extensive range of high-quality, innovative products through
well-known brands such as DouweEgberts, Senseo, L'OR, Pilão, Merrild,
Moccona, Pickwick and Hornimans in both retail and out of home markets.The
company holds a number of leading market positions across Europe, Brazil,
Australia and Thailand and its products are sold in more than 45
countries.D.EMASTERBLENDERS1753 generated sales of more than € 2.7
billion in fiscal year 2012 and employs around 7,500 people worldwide.For
more information, please visit www.demasterblenders1753.com.

Update on the intended offer by Oak Leaf for DEMB

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Source: D.E MASTER BLENDERS 1753 via Thomson Reuters ONE
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