D.E MASTER BLENDERS 1753 : Recommended public cash offer for all issued and
outstanding ordinary shares of D.E MASTER BLENDERS 1753
Full Press Release in PDF
*Offer Price of EUR 12.50 per ordinary share (cum dividend).
*Offer Price represents a 36.7% premium to D.E MASTER BLENDERS 1753's
volume-weighted average closing price for three months up to and including
27 March 2013.
*The Board fully supports and unanimously recommends the Offer.
*The works council has rendered positive advice in respect of the Offer and
the Post-Closing Merger and Liquidation.
*Clearance obtained from the EU and Russian competition authorities.
*Acceptance Period starts at 09:00 hours CET (03:00 ET) on 20 June 2013 and
ends at 17:40 hours CET (11:40 ET) on 15 August 2013, unless extended.
*D.E MASTER BLENDERS 1753's EGM scheduled for 31 July 2013.
*Offer is subject to minimum acceptance level of at least 95% of the
Shares. Lowered to 80%, if Shareholders vote in favor of Legal Merger, the
Offeror obtained a waiver under its senior facilities agreement with
respect to the Offer and nothing occurred that will prevent or delay
completion of the Post-Closing Merger and Liquidation.
*Post-Closing Merger and Liquidation increases deal certainty,
significantly reduces costs and results in a more efficient financing
structure. The Board unanimously recommends to vote in favor of the Legal
Amsterdam / Haarlem, 19 June 2013 - Oak Leaf B.V. (the "Offeror"), a newly
incorporated company wholly owned by a Joh. A. Benckiser-led investor group,
and D.E MASTER BLENDERS 1753 N.V. ("D.E MASTER BLENDERS 1753" or "DEMB")
jointly announce that the Offeror is making a recommended public offer to all
holders of issued and outstanding ordinary shares with a nominal value of EUR
0.12 each in the capital of D.E MASTER BLENDERS 1753 (the "Shares" and each a
"Share", the holders of such Shares the "Shareholders") to purchase their
Shares at an offer price of EUR 12.50 (cum dividend) in cash for each Share,
subject to and upon the terms and conditions of the Offer Memorandum (the
Offer Memorandum and Schedule TO
The Offeror is making the Offer subject to and upon the terms and conditions
of the offer memorandum dated 19 June 2013 (the "Offer Memorandum"). Digital
copies of the Offer Memorandum are available on the website of DEMB
(www.demasterblenders1753.com). Copies of the Offer Memorandum are also
available at request, free of charge, at the offices of DEMB and the Exchange
Agent (Rabobank International).
The Offeror filed with the U.S. Securities and Exchange Commission (the "SEC")
a Tender Offer Statement on Schedule TO, of which the Offer Memorandum forms a
part, and exhibits thereto. The Offer Memorandum and the Position Statement
will be available at no charge at the SEC's website (www.sec.gov).
The Offer values 100% of the Shares at approximately EUR 7.5 billion (on a
fully diluted basis). The Offer Price represents a 36.7% premium to D.E MASTER
BLENDERS 1753's volume-weighted average closing price for three months up to
and including 27 March 2013.
Shareholders tendering their Shares under the Offer will be paid on the terms
and subject to the conditions and restrictions contained in the Offer
Memorandum in consideration for each Share validly tendered, or defectively
tendered, provided that such defect has been waived by the Offeror, and
transferred (geleverd) an amount in cash of EUR 12.50 (twelve euro and fifty
euro cents) cum dividend (the "Offer Price").
In the event any dividend or other distribution on the Shares (each, a
"Distribution") is declared by DEMB prior to Settlement, the Offer Price will
be decreased by the full amount of any such Distribution in respect of each
Share (before any applicable withholding tax).
The Offeror has already confirmed to have certain funds in the press release
dated 12 April 2013.
Acorn Holdings, an indirect 100% shareholder of the Offeror, holds 89,532,998
Shares, representing approximately 15.05% of the Shares. Acorn Holdings has
irrevocably undertaken to transfer all Shares held by it to the Offeror under
the terms and conditions of the Offer Memorandum.
DEMB will ensure that individual Board members holding Shares shall tender
under the Offer all of their Shares, unless the Recommendation has been
changed or revoked.
Works council 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
the Board of the Offer and (ii) the financing of the Offer and (iii) the
support, recommendation and execution by the Board of the Post-Closing Merger
and Liquidation (as defined below) as well as any action required for the
implementation of (i), (ii) and (iii).
Recommendation by the Board
The board of directors of DEMB (the "Board") fully supports and unanimously
recommends the Offer (the "Recommendation") and to vote in favor of the
proposed Legal Merger (as defined below) at the EGM (the "Merger Resolution").
Merger clearance filings
The Offeror has obtained regulatory clearance from the European Commission and
the Federal Antimonopoly Service of Russia in connection with the Offer.
Extraordinary general meeting of DEMB
At 14:00 hours CET on 31 July 2013, an extraordinary general meeting of
Shareholders (the "EGM") will be convened at Beurs van Berlage located at
Damrak 243, 1012 ZJ Amsterdam, the Netherlands.
At the EGM, the Offer, among other matters, will be discussed in accordance
with the Netherlands Decree on Public Takeover Bids (Besluit openbare
biedingen Wft, the "Decree"). In connection with the Offer, the Shareholders
are being asked to adopt resolutions to amend (i) the articles of association
of DEMB to implement certain changes to the corporate governance structure of
DEMB and (ii) the composition of the Board. At the EGM, the Post-Closing
Merger and Liquidation (as defined below) will also be discussed and the
Shareholders are being asked to vote in favor of the Merger Resolution.
A position statement providing further information to the Shareholders as
required pursuant to section 18 of the Decree published by the Board dated 19
June 2013 (the "Position Statement"), the agenda of the EGM and the
explanatory notes thereto, and other relevant information are available on the
website of DEMB (www.demasterblenders1753.com). The
solicitation/recommendation statement on Schedule 14D-9 filed by DEMB with the
SEC (the "Schedule 14D-9"), of which the Position Statement forms a part, and
the exhibits thereto will be made available at no charge at the SEC's website
The Acceptance Period begins at 9:00 hours CET (03:00 ET) on 20 June 2013 and
ends at 17:40 hours CET (11:40 ET) on 15 August 2013, unless extended in
accordance with section 15 of the Decree and the provisions of the Offer
Memorandum (such date, the "Acceptance Closing Date" and, such period, the
Acceptance by Shareholders
Holders of Shares which are held through an institution admitted to NYSE
Euronext Amsterdam are requested to make their acceptance known via their bank
or stockbroker no later than 17:40 hours CET (11:40 ET) on 15 August 2013,
unless the Acceptance Period is extended.
Holders owning 6,250 or fewer Shares individually recorded in DEMB's
shareholders' register, which are not held in a joint account, trust,
corporation, LLC, partnership or other legal entity wishing to accept the
Offer in respect of such shares and to tender and transfer (leveren) such
Shares may follow the instructions and complete the tender process on the site
www.cpu-us.com/demb or call Computershare Trust Company, N.A. toll-free at
800-214-7371 and follow the instructions provided and complete the tender
process no later than 17:40 hours CET (11:40 hours ET) on 15 August 2013,
unless the Acceptance Period is extended.
Holders of more than 6,250 Shares or accounts which are held as a joint
account, trust, corporation, LLC, partnership or other legal entity recorded
in DEMB's shareholders' register wishing to accept the Offer in respect of
such Shares and to tender and transfer (leveren) such Shares must deliver a
completed and signed tender form to Computershare Trust Company, N.A., prior
to 17:40 hours CET (11:40 hours ET) on 15 August 2013, unless the Acceptance
Period is extended. The tender form will be mailed together with the Offer
Memorandum to holders of Shares individually recorded in DEMB's shareholders'
USD Settlement Option
Shareholders who accept the Offer and tender their Shares may at such time
elect to receive the USD equivalent of the Offer Price at the conversion rate
using the European Central Bank euro foreign exchange reference rate for a
currency exchange commission.
The Offeror reserves the right to extend the Acceptance Period, for a minimum
of two weeks and a maximum of ten weeks in accordance with the Decree. If the
Acceptance Period is extended, the Offeror will make an announcement to that
effect no later than on the third Dutch business day following the Acceptance
Declaring the Offer unconditional
The Offer is subject to the fulfillment or waiver of the conditions for the
Offer, including (i) a minimum acceptance level of 95% of the Shares on a
fully diluted basis (the "Minimum Acceptance Condition"), (ii) the EGM having
adopted certain resolutions and (iii) no material adverse change having
The Offeror and DEMB have agreed that the Offeror will waive the Minimum
Acceptance Condition, if (i) the Shareholders have voted in favor of the
Merger Resolution at the EGM and such resolution is in full force and effect,
(ii) there is a minimum acceptance of 80% of the Shares 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 with respect to the Legal
Merger (as defined below) (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
No later than on the third Dutch business day following the Acceptance Closing
Date, the Offeror will determine whether the conditions for the Offer have
been fulfilled or are to be waived. In addition, the Offeror will announce on
such date, in accordance with section 16 paragraph 1 of the Decree, whether
(i) the Offer has been declared unconditional, (ii) the Offer will be extended
in accordance with section 15 of the Decree or (iii) the Offer is terminated
as a result of the conditions for the Offer not having been fulfilled or
In the event that the Offeror announces that the Offer is declared
unconditional, Shareholders who have validly tendered, or defectively
tendered, provided that such defect has been waived by the Offeror, and
transferred (geleverd) their Shares for acceptance pursuant to the Offer prior
to or on the Acceptance Closing Date (each of these Shares, a "Tendered
Share") will receive the Offer Price in respect of each Tendered Share, and
the Offeror shall accept the transfer of and acquire each Tendered Share,
promptly, but in any event within three Dutch business days following the
Unconditional Date (the "Settlement" and the day on which such settlement
occurs the "Settlement Date").
Post-closing acceptance period
In the event that the Offeror announces that the Offer is declared
unconditional, the Offeror will, in accordance with section 17 of the Decree,
within three Dutch business days after declaring the Offer unconditional,
publicly announce a post-closing acceptance period (na-aanmeldingstermijn) and
a subsequent offering period, in accordance with Rule 14d-11 under the
Exchange Act, of at least five Dutch business days to enable Shareholders who
did not tender their Shares during the Acceptance Period to tender their
Shares under the same terms and conditions as the Offer.
Post-Closing Merger and Liquidation
*Post-Closing Merger and Liquidation may only be implemented after the
post-closing acceptance period and hence after the Offeror has declared
the Offer unconditional.
*Post-Closing Merger and Liquidation not implemented if acceptance level is
equal to or exceeds 95%.
*Legal Merger (part of Post-Closing Merger and Liquidation) is proposal of
the Board to general meeting of shareholders of DEMB.
*General meeting of shareholders of DEMB decides upon Legal Merger.
*Legal Merger must be proposed at this stage to increase the likelihood of
the Offer being declared unconditional (e.g. Offeror waiving the 95%
acceptance level condition).
*The Board is of the genuine opinion that it is its fiduciary duty to
propose the Legal Merger to the Shareholders as it allows the possibility
of a cash exit under the Offer if the vast majority of Shareholders so
*Minority Shareholders are offered a cash exit equal to the Offer Price,
without interest and subject to withholding taxes and other taxes.
*The works council of KDE has rendered a positive advice on the
Post-Closing Merger and Liquidation as they see the merits of the Offer
being successfully consummated.
*Full transparency to the Shareholders is important to the Board, hence the
detailed information in the Offer Memorandum, the Position Statement and
the documentation on the Post-Closing Merger and Liquidation.
*The Post-Closing Merger and Liquidation will lead to minimal disruption of
DEMB's business and operations.
As further described in the 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
In summary, the Post-Closing Merger and Liquidation consists of the following
*Pursuant to the Board's merger proposal 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 NYSE 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, 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.
The Post-Closing Merger and Liquidation leads to increased efficiency of the
DEMB group's financing structure (including establishing a fiscal unity) and
thus increases the likelihood of the consummation of the Offer, allows
Shareholders to obtain cash for their shares without any action from their
part and will reduce costs. The proposed Legal Merger, which is part of the
Post-Closing Merger and Liquidation, will be voted upon at the EGM. Taking
into account the above, the Board unanimously recommends to vote in favor of
the proposed Legal Merger.
Liquidity and delisting
If the Offer is declared unconditional (gestand wordt gedaan), the purchase of
Shares by the Offeror pursuant to the Offer, among other things, will reduce
the number of Shareholders and the number of Shares that might otherwise trade
In addition, the Offeror intends to procure that DEMB's listing on NYSE
Euronext Amsterdam will be terminated as soon as possible following the Offer
being declared unconditional.
Consequences of the Offer
Shareholders who do not tender their Shares under the Offer should carefully
review the Offer Memorandum, in particular section 6.9 (Consequences of the
Offer), which describes certain risks they will be subject to if they elect
not to accept the Offer. These risks are in addition to the risks associated
with holding securities issued by DEMB generally. In summary, the Offeror
reserves the right to use any permitted method to acquire 100% of the Shares
or DEMB's business.
If, following the Settlement Date, 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 shall commence a statutory
buy-out (uitkoopprocedure) in order to acquire the remaining Shares not
tendered and not held by the Offeror, its affiliates or DEMB.
If the Shareholders vote in favor of the Legal Merger at the EGM and,
subsequently, the Offer is declared unconditional with an acceptance level
that is less than the minimum acceptance of 95% of the Shares on a fully
diluted basis, the Offeror intends to pursue the Post-Closing Merger and
Subject to the Offer being declared unconditional, the Offeror shall be
entitled to effect or cause to effect any other restructuring of the DEMB
group for the purpose of achieving an optimal operational, legal, financial or
fiscal structure in accordance with Dutch law in general, some of which may
have the effect of diluting the interest of any remaining minority
Shareholders, including (i) a statutory cross-border or domestic (bilateral or
triangular) legal merger (juridische (driehoeks-) fusie), (ii) a sale of all,
substantially all, or a substantial part of the assets of DEMB or (iii) any
other legal measure as set out in the Offer Memorandum.
Any further announcements declaring whether the Offer is declared
unconditional and announcements in relation to an extension of the Acceptance
Period will be issued by press release.
This announcement contains certain selected and condensed information
regarding the Offer and does not replace the Offer Memorandum or the Position
Statement. The information in this announcement is not complete and additional
important information is contained in the Offer Memorandum and the Position
Upon commencement of the Acceptance Period, the Offeror will file the Offer
Memorandum as an exhibit to the Tender Offer Statement on Schedule TO with the
SEC, and DEMB will file the Position Statement as an exhibit to a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
The Offer Memorandum and the Position Statement contain important information
that should be read carefully before any decision is made to tender Shares
under the Offer. Shareholders are advised to seek independent advice where
appropriate to reach a balanced judgment in respect of the contents of these
documents and the Offer itself. In addition, Shareholders may wish to consult
with their tax advisers regarding the tax consequences of tendering their
Shares under the Offer.
The Offer Memorandum and the Position Statement will be available at no charge
at the SEC's website at (www.sec.gov).
Digital copies of the Offer Memorandum and the Position Statement are
available on the website of DEMB (www.demasterblenders1753.com). Copies of the
Offer Memorandum are also available free of charge at the offices of DEMB and
the Exchange Agent (Rabobank International).
For more information
Contact Hill+Knowlton Strategies Oak Leaf B.V.
European Media: Oudeweg 147
Ingo Heijnen or Frans van der Grint 2031 CC Haarlem
+31 20 404 47 07 The Netherlands
Abernathy McGregor Group
+1 212 371-5999
D.E MASTER BLENDERS 1753
Contact Investor Relations D.E MASTER BLENDERS 1753 N.V.
Robin Jansen Oosterdoksstraat 80
+31 20 558 1014 1011 DK Amsterdam
investor-relations@DEMB.com The Netherlands
Michiel Quarles van Ufford
+31 20 558 1080
Contact Rabobank International
P.O. Box 17100
3500 HG Utrecht
+31 30 712 3785
Shareholders in U.S. Shareholders outside the U.S.
480 Washington Boulevard, 26th 2nd Floor, Vintners Place, 68 Upper
Floor Thames Street
Jersey City, New Jersey 07310 London EC4V 3BJ
United States of America United Kingdom
+1-800-561-3947 +44 800 3813 3813
U.S. Dealer Manager
Contact Citigroup Global Markets Inc.
New York, NY USA 10013
United States of America
1-855-388-8457 (U.S. toll free)
Leonardo & Co. B.V., BDT & Company, LLC, Merrill Lynch International and
Rabobank/Rothschild are acting as financial advisers to the Offeror. Citigroup
Global Markets Inc. and Morgan Stanley & Co International plc are acting as
financial advisers to the JAB. Stibbe N.V. and Skadden, Arps, Slate, Meagher &
Flom LLP are acting as legal counsel to the Offeror and JAB.
Lazard B.V. is acting as lead financial adviser to DEMB in connection with the
Offer. Goldman Sachs International and JP Morgan are also financial advisers
to DEMB.Allen & Overy and De Brauw Blackstone Westbroek are acting as legal
counsel to DEMB.
The Offer is being made in, and from, the Netherlands with due observance of
the statements, conditions and restrictions included in the Offer Memorandum.
Without prejudice to the Offeror's right to reject defective tenders, the
Offeror reserves the right to accept any tender under the Offer, which is made
by, or on behalf of, a Shareholder, even if it has not been made in the manner
set out in the Offer Memorandum.
The distribution of the Offer Memorandum and the making of the Offer in
jurisdictions other than the Netherlands and the U.S. may be restricted or
prohibited by law. We are currently not aware of any jurisdiction where the
making of the Offer is restricted or prohibited by law. If we become aware of
any such restriction or prohibition on the making of the Offer or the
acceptance of the Shares, we will make a good faith effort to comply or seek
to have such prohibition or restriction declared inapplicable to the Offer.
If, after a good faith effort, we cannot comply, we will not make the Offer
to, nor will we accept tenders from or on behalf of, the holders of Shares in
that jurisdiction. If you are in any doubt as to your eligibility to
participate in the Offer, you should contact your professional adviser
# # #
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 speciality 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 as well as 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
DEMB 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
Douwe Egberts, 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. DEMB 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).
Public Offer for DEMB
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: D.E MASTER BLENDERS 1753 via Thomson Reuters ONE
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