JAB GETS CONSENT TO WAIVE D.E MINIMUM ACCEPTANCE LEVEL 95%
(The following press release from Oak Leaf BV was received by e-mail. The sender verified the statement.)
Oak Leaf obtains agreement from lenders to waive minimum DEMB shareholder acceptance threshold of 95%
Extended Acceptance Period ends September 17 Haarlem, 6 September 2013 – Oak Leaf B.V. (the Offeror), a newly incorporated company wholly owned by a Joh. A. Benckiser led investor group, announces that it has obtained the consent of the lenders under the senior facilities agreement (the SFA) to waive the minimum acceptance level of 95% of the shares of D.E MASTER BLENDERS 1753 N.V. (DEMB) on a fully diluted basis (the Shares) if all other conditions of the offer, as set out in the Offer Memorandum, have been fulfilled. This consent is further subject to the Offeror implementing the Post-Closing Merger and Liquidation in accordance with its contemplated terms, to the percentage of shares tendered at the end of the extended Acceptance Period being at least 80% of the Shares but not more than 95% of the Shares and to certain other customary closing conditions.
The Offeror made a public cash offer for all issued and outstanding shares of DEMB on 19 June 2013, subject to a minimum acceptance level of 95%. At the same time, the Offeror and DEMB agreed that the Post-Closing Merger and Liquidation would be implemented if certain conditions would be met, including a minimum acceptance level of 80%, approval by the shareholders of the Legal Merger and acceptance by the lenders of the waiver of the 95% shareholder acceptance level. The shareholder approval was obtained at the EGM on 31 July 2013 and the bank waiver has now been obtained. The Offeror will further await the outcome of the extended Acceptance Period, ending 17 September. The shareholder acceptance of the tender period ending August 15 reached 89.7%.
This announcement is made with reference to the joint press releases by the Offeror, a newly incorporated company wholly owned by a Joh. A. Benckiser led investor group, and DEMB dated 12 April 2013, 10 May 2013, 6 June 2013, 12 June 2013 and 19 June 2013 and the press releases by the Offeror dated 8 August 2013 and 16 August 2013 in respect of the public cash offer for all issued and outstanding ordinary shares with a nominal value of EUR 0.12 each in the capital of DEMB at an offer price of EUR 12.50 (cum dividend) for each Share (on a fully diluted basis), subject to customary conditions.
For a further description of the Post-Closing Merger and Liquidation and related conditions reference is made to the Offer Memorandum.