Schiphol and Paris, 26 November 2007 - With reference to the joint press releases dated 20 August and 31 October 2007, Danone and Numico jointly announce the result of the post-acceptance period, which ended at 15:00 hours CET on 23 November 2007, for the recommended public offer (the "Offer") for all the issued and outstanding ordinary shares in the share capital of Numico, with a nominal value of Euro 0.25 each (the "Shares", holders of such Shares being referred to as "Shareholders").
During the post-acceptance period 18,768,047 Shares, representing 8.40% of the total number of Shares outstanding on 23 November 2007 have been tendered for acceptance under the Offer. Together with the Shares tendered and delivered (geleverd) during the acceptance period and the Shares acquired in ordinary stock exchange trading on Euronext Amsterdam until (not including) 23 November 2007, Danone now controls 219,859,262 Shares, which represent 98.40% of the aggregate issued and outstanding share capital of Numico.
Settlement
With reference to the offer memorandum dated 20 August 2007 (the "Offer Memorandum") and the press releases dated 20 August 2007 and 31 October 2007, in accordance with the terms and conditions of the Offer, Shareholders who have tendered their Shares for acceptance under the Offer during the post-acceptance period shall receive on 28 November 2007 (the "Post-acceptance Settlement Date") a cash amount of € 55.00 per Share (the "Offer Price") for each Share validly tendered (or defectively tendered provided that such defect has been waived by Danone) and delivered (geleverd). Admitted institutions of Euronext Amsterdam ("Admitted Institutions") are advised to deliver the Shares tendered as soon as possible 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"). In order to receive payment for the tendered Shares on the Post-acceptance Settlement Date, Admitted Institutions must deliver the tendered Shares not later than 15:00 hours CET on the Post-acceptance Settlement Date.
Delisting and squeeze-out
Numico intends, in close consultation with Euronext Amsterdam N.V., to terminate the listing of Shares on the official market of Euronext Amsterdam N.V. as soon as possible, in any event before 31 December 2007. Danone and Numico will inform the market accordingly.. Danone intends to initiate either a squeeze-out procedure in accordance with article 2:92a of the Dutch Civil Code or a takeover buy-out procedure in accordance with article 2:359c of the Dutch Civil Code, in order to acquire the remaining Shares neither tendered nor held by Danone. The squeeze-out or takeover buy-out procedure will be initiated as soon as practicable.
3% Subordinated Convertible Bonds due 2010 – Early redemption and delisting
As of 23 November 2007, less than 0.3% of Numico's 3% Subordinated Convertible Bonds due 2010 (the "Bonds") remain outstanding. In accordance with Sections 3.2 and 12.8 of the terms and conditions of the Bonds, Numico intends to redeem the outstanding Bonds as soon as possible. In close consultation with Euronext Amsterdam N.V., Numico also intends to terminate the listing of the Bonds on the official market of Euronext Amsterdam N.V. as soon as possible, in any event before 31 December 2007. Numico will inform the market accordingly.
Offer Memorandum and other information
This announcement contains selected, condensed information regarding the Offer and 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, when in doubt, 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 and Danone.