• Offer Period expired on 28 February 2014
• 95.2% of all Shares tendered
• Offeror will announce ultimately on 5 March 2014 whether it declares the Offer unconditional
London, 3 March 2014 – With reference to the joint press release by AI Avocado B.V. (the "Offeror"), a company ultimately indirectly controlled by funds advised and managed by Advent International Corporation ("Advent") and UNIT4 N.V. ("UNIT4") dated 20 December 2013 in respect of the public offer for all issued and outstanding ordinary shares (the "Shares") in the capital of UNIT4 at an offer price of EUR 38.75 (cum dividend) in cash per Share (the "Offer") and the Offer Memorandum related to the Offer made publicly available on the same date, the Offeror is pleased to announce that, in connection with the Offer, 28,519,086 Shares have been tendered for acceptance during the Offer Period that expired at 17.40 hours, CET, on 28 February 2014, representing approximately 95.2% of the total number of Shares, and at a value of EUR 1,105,114,583.
In accordance with Section 16, paragraph 1 of the Decree and Section 5.6 of the Offer Memorandum, the Offeror will announce whether it declares the Offer unconditional no later than on Wednesday 5 March 2014.
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. In addition, UNIT4 has made available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement.
The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.
Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.
Copies of the Offer Memorandum are available free of charge at the offices of UNIT4 and the Paying and Exchange Agent and can be obtained by contacting the Offeror, UNIT4 or the Paying and Exchange Agent.
Digital copies of the Offer Memorandum are available on the websites of UNIT4 (www.unit4.com) and Advent (www.adventinternational.com). The UNIT4 and Advent websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of UNIT4 (www.unit4.com).
For more information
Advent International Media Relations
Fergus Wheeler / Louisa Feltes
Tel: +44 (0) 7710 128 347 / +44 (0) 7843 385 075 Switchboard: +44 (0) 2078 313 113
E-mail: fergus.wheeler@fti consulting.com / louisa.feltes@fti consulting.com
About Advent International
Founded in 1984, Advent International is one of the largest and most experienced global investors dedicated solely to private equity. Since inception, the firm has invested in more than 280 buyout transactions in 39 countries and today has €23.8 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on growth and traditional buyout and strategic repositioning transactions across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecoms. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for portfolio companies.
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 UNIT4 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, Advent and UNIT4 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 Advent, nor UNIT4, nor any of their respective advisors assumes any responsibility for any violation by any person of any of these restrictions. Any UNIT4 shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada and Japan.
This press release may include “forward-looking statements” and language indicating trends, such as “anticipated” and “expected.” Although Advent and UNIT4 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. Neither Advent nor UNIT4, nor any of their advisors accepts 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.