Recommended all-cash full public offer by Hestya Energy for all issued and outstanding ordinary shares in HES Beheer

Publication of Offer Memorandum – offer period ends 17 September 2014

Transaction highlights

• Recommended public offer for all Shares in HES Beheer by Hestya Energy at an offer price of EUR 43.64 (cum dividend) in cash per Share

• The Acceptance Period commences on 18 July 2014 at 09:00 hours CEST and ends on 17 September at 17:40 hours CEST, unless extended

• The Executive Board and Supervisory Board of HES Beheer support and recommend the Offer

• The works council of EBS has rendered positive advice in respect of the financing of the Offer

• The Offer shall be subject to satisfaction or waiver of the Offer Conditions as set out in the Offer Memorandum, including but not limited to the satisfaction of the minimum 95% acceptance condition of Shares tendered pursuant to the Offer

• Hestya Energy has indicated that it seeks to obtain 100% of the Group’s assets following Settlement of the Offer, if required, either by means of statutory squeeze-out proceedings (uitkoopprocedure) or by means of an alternative structure pursuant to which Hestya Energy would acquire all assets and liabilities of HES Beheer

• HES Beheer’s major Shareholders, together holding approximately 58% of HES Beheer’s Shares, have irrevocably confirmed to support and accept the Offer

• Hestya Energy has agreed to certain non-financial covenants, including on the following matters:

  • Support current business strategy of the Group

  • Respect existing employee rights, including pension rights, and no redundancies as a consequence of the Offer

  • Prudent future financing

• Protection of minority shareholder’s interests as well as non-financial covenants through appointment of an independent Supervisory Board member with certain veto rights

• HES Beheer will convene an extraordinary general meeting of Shareholders to be held on 3 September 2014 at 14:30 hours CEST, during which, amongst other matters, the Offer will be discussed 

• In the context of the possible contribution by Hestya Energy of the Wilhelmshaven Shares to HES Beheer in exchange for additional Shares in HES Beheer, the Shareholders will at the EGM be requested to approve the authorisation of the Executive Board to issue Shares and to exclude the pre-emption rights of the Shareholders with respect to such Shares to be issued to Hestya Energy

   

  ==> For the full text of the press release dated 17 July 2014 please click on "Investor Relations > Press releases".