Bencis and Gimv-XL complete acquisition of 65.68% stake in Xeikon N.V.
20 September 2013 – Bencis Capital Partners ('Bencis') and Gimv-XL announce that XBC B.V., a company controlled by Bencis and in which Gimv-XL indirectly holds a minority stake of approximately 20% (‘XBC'), has completed the acquisition of 65.68% of the share capital of Xeikon N.V. (‘Xeikon’) from Punch International nv ('Punch').
Completion of acquisition of 65.68% stake in Xeikon
The acquisition by XBC of 65.68% of the share capital of Xeikon from Punch (the 'Transaction'), as referred to in Xeikon's press release of 11 September 2013 and as set out in the press release issued by Punch, Bencis and Gimv-XL on 18 July 2013, has been completed today. The conditions precedent to the Transaction, including the disentanglement of Accentis nv and the unconditional approval of the Transaction by the German competition authority, have been satisfied.
XBC has paid a purchase price of EUR 5.85 per share. The total purchase price paid for the 18,856,298 shares is EUR 110,309,343.30.
Mandatory public offer
As further described in the press release issued by Bencis, Punch and Gimv-XL on 18 July 2013, Bencis (through XBC) intends to launch a mandatory public offer at a price of EUR 5.85 per share shortly after completion of the repurchase of own shares by Xeikon as referred to in the press release issued by Xeikon today (except when all shares held by free float shareholders have been tendered).
After the application period for the mandatory public offer, Bencis (through XBC) intends to launch a squeeze out of the remaining Xeikon shares, if possible.
Certainty of funds
Bencis and XBC confirm that they have attracted committed financing to fully finance payment of the purchase price for the mandatory public offer. They will finance the mandatory public offer through a combination of fully committed equity and (senior and mezzanine) debt financing. The equity will primarily be funded by Bencis and Gimv-XL, the mezzanine debt financing will primarily be funded by Belgian mezzanine providers and the senior debt financing will be received from a consortium of initially four reputable European financial institutions. The senior and mezzanine debt financing is subject to customary conditions.
This announcement is made pursuant to Section 5:72a of the Act of Financial Supervision (Wet op het financieel toezicht) and Section 7 paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft).
Cautionary statement regarding forward-looking statements
This press release contains certain forward-looking statements. Any forward-looking statement applies only on the date of this press release. Such statements are based on current expectations and convictions and, by their nature, are subject to a number of known and unknown risks and uncertainties as a result of which the actual results and performance may differ substantially from expected future results or performance expressed or implied in the forward-looking statements. The information and views contained in this press release may change without prior notice, and Bencis and Gimv NV have neither the intention nor the obligation to update forward-looking statements in this communication, except insofar as it is obliged to do so by any applicable legislation or by the rules of any stock exchange on which its shares may be traded.
This press release is for informative purposes only and is not intended and may not be construed as an offer to sell or a request to purchase or subscribe to any securities in Xeikon N.V. Any offer will be made only by means of a separate offer memorandum specifically published for this purpose, subject to the applicable rules and regulations in the Netherlands.
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. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan.