Schiphol and Paris, 20 August 2007 - With reference to the joint press releases dated 9 July 2007 and 8 August 2007, Danone and Numico jointly announce that Danone is making a recommended public offer (the "Offer") for all the ordinary shares in the share capital of Numico, with a nominal value of Euro 0.25 each, issued and outstanding on the Settlement Date (the "Shares", holders of such Shares being referred to as "Shareholders").
Highlights
- The Offer is an offer in cash on all Shares against an offer price of EUR 55.00 per Share.
- Numico’s Supervisory Board and Executive Board fully support the Offer and unanimously recommend that the Shareholders accept the Offer and tender their Shares pursuant to the Offer.
- Numico’s central works council has rendered a positive advice with regard to the Offer.
- A condition to the Offer is that at least 66.67% of the aggregate of Numico's issued share capital has been tendered under the Offer as set out in the Offer Memorandum.
- The acceptance period under the Offer commences at 9:00 hours CET on 21 August 2007 and expires at 15:00 hours CET on 31 October 2007, unless extended.
- Numico will convene an extraordinary general meeting of shareholders on 26 September 2007 during which the Offer will be discussed.
The Offer
Danone is making a cash offer for all of the Shares on the terms and subject to the conditions and restrictions as described in the offer memorandum dated 20 August 2007 (the "Offer Memorandum"). The Offer Memorandum will be available as of 20 August 2007, as described below. Shareholders tendering their Shares under the Offer will be paid, on the terms and subject to the conditions and restrictions as described in the Offer Memorandum, in consideration of each Share validly tendered (or defectively tendered provided that such defect has been waived by Danone) and transferred (geleverd) a cash amount of € 55.00 (the "Offer Price"). In the event that between 9 July 2007 and the Settlement Date any dividends or other distributions are declared in respect of the Shares, the Offer Price per Share will be decreased by an amount per Share equivalent to any such dividend or other distribution per Share.
Recommendation
The Supervisory Board and the Executive Board of Numico - having received legal and financial advice and having given due and careful consideration to the strategic, financial and social aspects of the Offer - have unanimously reached the conclusion that the Offer is reasonable and fair and in the best interests of Numico, the Shareholders and other stakeholders in Numico. Numico’s Boards therefore fully support the Offer and unanimously recommend that the Shareholders accept the Offer and tender their Shares pursuant to the Offer.
Central works council Numico
The central works council of Numico has rendered a positive advice with regard to the Offer. In rendering its positive advice, the central works council has given consideration to Danone’s undertakings relating to the social aspects of the intended transaction.
Extraordinary general meeting of shareholders The Offer will be discussed during an extraordinary general meeting of Shareholders which will be held on 26 September 2007, at 15:00 hours CET at the Sheraton Amsterdam Airport Hotel & Conference Center, Schiphol Boulevard 101, Amsterdam (Schiphol Airport), the Netherlands, in accordance with the provisions of article 9q Bte 1995. The extraordinary general meeting of Shareholders will be convened in accordance with Numico's articles of association. The required information for Shareholders, as referred to in article 9q Bte 1995, is included in the Offer Memorandum.
Existing shareholdings of Danone
As of the date of the Offer Memorandum, Danone holds 29.54% of the Shares which it has acquired after the initial announcement of the proposed Offer.
Acceptance Period
The acceptance period (the "Acceptance Period") under the Offer commences at 9:00 hours CET on 21 August 2007 and expires at 15:00 hours CET on 31 October 2007 (the "Acceptance Closing Date"), unless extended. Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during an extension of the Acceptance Period in accordance with the provisions of article 9o paragraph 5 of the Bte 1995. Danone reserves the right to extend the Acceptance Period. If the Acceptance Period is extended, Danone will make an announcement to that effect within three Euronext trading days following the Acceptance Closing Date, in accordance with the provisions of article 9o paragraph 5 of the Bte 1995.
Declaring the Offer unconditional; Offer conditions
Within five Euronext trading days following the Acceptance Closing Date, Danone will announce whether the Offer is declared unconditional in accordance with article 9t paragraph 4 Bte 1995 (the "Unconditional Date"). The Offer shall be subject to the fulfilment of certain conditions as set out in the Offer Memorandum under the section 'Offer Conditions', including, but not limited to the offer condition that at least 66.67% of the aggregate of the Company's issued share capital has been tendered under the Offer as set out in the Offer Memorandum. In the event that one or more offer conditions is not fulfilled, Danone has the right to waive such conditions in accordance with the relevant provisions of the Offer.
Post-acceptance period
In the event that Danone announces that the Offer is declared unconditional (gestand wordt gedaan), Danone has the right to continue the Offer by way of a post-acceptance period (na- aanmeldingstermijn) of fifteen business days and accept for payment each Share that is validly tendered (or defectively tendered provided that such defect has been waived by Danone) within such post-acceptance period. During the post-acceptance period, no Shareholder will have the right to withdraw any tender of Shares.
Acceptance
Shareholders who hold their Shares through an admitted institution are requested to make their acceptance known in accordance with the terms and subject to the conditions and restrictions of the Offer via their bank or stockbroker to ING Wholesale Banking Securities Services, Paying Agency Services, Van Heenvlietlaan 220, 1083 CN Amsterdam, the Netherlands, location code BV 06.01, F +31 20 7979 607 (the "Exchange Agent") no later than the Acceptance Closing Date. The bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the bank or stockbroker to communicate their acceptance to the Exchange Agent in a timely manner.
In tendering the acceptance, the admitted institutions are required to declare that (i) they have the tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Shares tendered by him or her are being tendered in compliance with the restrictions set out in Section 1 (Restrictions and Important Information) of the Offer Memorandum and (iii) they undertake to transfer these Shares to Danone prior to or ultimately on the Settlement Date, provided that the Offer has been declared unconditional.
Shareholders who are individually recorded in their name in Numico’s shareholders register and holders of depository receipts for shares in physical form (K-stukken) wishing to accept the Offer in respect of the Shares are referred to the Offer Memorandum for further instructions.
Settlement
In the event that Danone announces that the Offer is declared unconditional, the Shareholders who have tendered and delivered their Shares for acceptance pursuant to the Offer will receive within five business days following the Unconditional Date (the "Settlement Date") the Offer Price in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by Danone) and delivered.
Delisting of Shares and squeeze-out measures Should the Offer be declared unconditional, it is intended that Numico's listing on Euronext Amsterdam will be terminated as soon as possible after consultation with Euronext Amsterdam and in accordance with the applicable listing rules. Furthermore, also dependent on the number of Shares obtained by Danone as a result of the Offer, Danone expects to initiate a squeeze-out procedure as referred to in article 2:92a of the Dutch Civil Code in order to acquire all Shares held by minority shareholders or to take other steps to terminate the listing and/or to acquire all Shares that were not tendered under the Offer, including among other measures, effecting a legal merger and/or demerger and/or entering into an asset sale transaction.
Announcements
Announcements contemplated by the Offer will be issued by press release or public announcement and will be published in at least Het Financieele Dagblad and the Daily Official List as appropriate.
No publication Q3 2007 results
Given the expected timetable, Numico does not intend to prepare nor to publish its results for the third quarter 2007.
Offer Memorandum and other information
This press release contains selected, condensed information regarding the Offer and this press release does not replace the Offer Memorandum. The information in this announcement is not complete and additional information is included in the Offer Memorandum. For information on the Offer, reference is made expressly to the Offer Memorandum. In order to come to a sound judgement in respect of the Offer and the contents of the Offer Memorandum, shareholders are advised to read the Offer Memorandum completely and carefully and to seek, if necessary, independent advice.
Copies of the Offer Memorandum, Numico's articles of association, the interim financial information of Numico relating to the Financial Year 2007 and the annual financial statements of Numico for the Financial Year 2006, the Financial Year 2005 and the Financial Year 2004 as adopted by the general meeting of shareholders of Numico, which documents are incorporated by reference in, and form an integral part of the Offer Memorandum, are available free of charge at the offices of Numico and the Exchange Agent and can be obtained by contacting Numico or the Exchange Agent at the addresses below. A copy of the Offer Memorandum can also be obtained through the websites of Numico (www.numico.com) and Danone (www.danone.com).