This is a joint press release by Neways Electronics International N.V. (“Neways”) and Infestos Sustainable Solutions B.V. (the “Offeror”), a direct wholly-owned subsidiary of Infestos Sustainability B.V. (“Infestos Sustainability”), pursuant to the provisions of Section 17 paragraph 4 of the Netherlands Decree on 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 Neways (the “Offer”). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Neways. The Offer is made only by means of the offer memorandum (the “Offer Memorandum“) approved by the Dutch Authority for Financial Markets (Stichting Autoriteit Financiële Markten (the “AFM”)) which is available as of 31 August 2021, and subject to the restrictions set forth therein. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.
RESULTS AFTER THE POST-CLOSING ACCEPTANCE PERIOD
Enschede/Son, the Netherlands, 17 November 2021 – the Offeror and Neways are pleased to jointly announce that during the Post-Closing Acceptance Period that expired at 17:40 hours (CET) on 17 November 2021, 1,421,180 Shares have been tendered, representing approximately 11.58% of the Shares on a fully diluted basis and an aggregate value of approximately EUR 20.68 million (at an Offer Price of EUR 14.55 (cum dividend) in cash per Share). Together with the Shares already held by the Offeror on the date hereof, this represents a total of 12,000,559 Shares, equal to approximately 97.80% of the Shares on a fully diluted basis.
Settlement of all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post-Closing Acceptance Period shall take place on 24 November 2021.
The Offeror reserves the right to implement (i) Squeeze-Out proceedings, (ii) the Post-Closing Merger Restructuring or (iii) a restructuring of the Neways Group which may have the side effect of diluting the shareholding of the minority shareholders. Reference is made to Sections 6.10 and 6.11 of the Offer Memorandum. To the extent relevant, the Offeror reserves the right to request Neways to convene a new EGM to vote on one or more of the resolutions that were not adopted during the EGM of 19 October 2021. If and when made, the Offeror will announce its decisions in relation thereto in a press release.
Any further announcements in relation to the Offer will be made by press release. Any joint press release issued by the Offeror and Neways will be made available on the websites of the Offeror (www.infestos.com) and Neways (www.newayselectronics.com). Any press release issued by the Offeror will be made available on the Offeror’s website (www.infestos.com).
The information in this announcement is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Neways in any jurisdiction.
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 Neways 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 of that jurisdiction. Neither Neways, nor Offeror, nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. Shareholders in any doubt as to their position should consult an appropriate professional adviser without delay. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.
This press release may include “forward-looking statements” such as statements relating to the impact of this transaction on the Offeror and Neways and language that indicates trends, such as “anticipated” and “expected”. These forward-looking statements speak only as of the date of this release. Although Neways and the Offeror 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. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward looking statements. Potential risks and uncertainties include, but are not limited to, the Offeror’s ability to achieve the anticipated results from the acquisition of Neways, the effects of competition (in particular the response to the Transaction in the marketplace), economic conditions in the global markets in which the Offeror and Neways operate, and other factors that can be found in the Offeror’s and Neways’ press releases and public filings. Neither Neways nor the Offeror, nor any of their advisers accept 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. Each of Neways and the Offeror expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.