• Recommended public offer for all Mediq Shares at an offer price of EUR 13.25 (cum dividend) in cash per Share
• Management Board and Supervisory Board of Mediq fully support and unanimously recommend the Offer to all Shareholders for acceptance
• Positive advice obtained from Mediq's Central Works Council
• Irrevocable commitments obtained from Templeton Investment Counsel, LLC, Franklin Templeton Investments Corp., together holding approximately 5.0% of the Shares, and Silchester International Investors LLP, holding approximately 15.1% of the Shares
• Offer Period commences on 9 November 2012 at 09.00 hours, CET, and ends on 4 January 2013 at 17.40 hours, CET, unless extended
• Mediq to convene an Extraordinary General Meeting of Shareholders on 20 December 2012 at 14:00 hours, CET, during which, among other matters, the Offer will be discussed
• The Offer shall be subject to the fulfillment of the Offer Conditions as set out in the Offer Memorandum
• All requests for regulatory approvals filed
London/Utrecht, 8 November 2012 – With the publication of the Offer Memorandum today, AI Garden B.V. (the Offeror), a company ultimately indirectly controlled by funds advised and managed by Advent International Corporation (Advent) and Mediq N.V. (Mediq) jointly announce that the Offeror is making a recommended all-cash public offer for all the issued and outstanding ordinary shares with a nominal value of EUR 0.25 each (the Shares) in the capital of Mediq (the Offer).
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum dated 8 November 2012 (the Offer Memorandum). Shareholders tendering their Shares under the Offer will be paid in consideration for each Share validly tendered and transferred (geleverd) an amount in cash of EUR 13.25 (thirteen euro and twenty-five euro cents) cum dividend (the Offer Price).
The Offer values 100% of the issued and outstanding ordinary shares of Mediq at € 775 million. The Offer Price represents a significant premium of 53% over the closing price of 21 September 2012.
The Offeror confirmed in a press release dated 24 September 2012, as updated on 5 October 2012, that it has sufficient funds available to complete the Offer.
Unanimous recommendation of the Management Board and Supervisory Board of Mediq
Since the initial expression of interest from the Offeror, a transaction committee consisting of Mr S. van Keulen and Mr W.M. van den Goorbergh (both members of the Supervisory Board), Mr M.C. van Gelder (Mediq's CEO) and Mr J.G. Janssen (Mediq's CFO) was formed and, together with all key external professional advisors, they have had conference calls and meetings on a very frequent basis to be updated on the latest developments, monitor the process, discuss the Offer and alternatives thereto (including a stand-alone scenario and potential third party transactions) as well as the considerations underlying the key decisions and resolutions in connection therewith. The Supervisory Board has held various meetings with its advisors with and without the members of the Management Board present. The decision to enter into the conditional agreement for the Offer, including in particular the Offer Price, has been made by the Supervisory Board after consultation with its advisors (without the Management Board attending).
With due consideration to a (potential) conflict of interest, as members of the Management Board are likely to participate as minority shareholders in the Offeror, the Management Board and the Supervisory Board, after having received extensive legal and financial advice, and having given due and careful consideration to the strategic, financial and social aspects and consequences of the proposed transaction and having considered other alternatives available to Mediq (including a stand-alone scenario and potential third party transactions), have reached the conclusion that, taking into account the current circumstances, the Offer is fair to the shareholders of Mediq from a financial point of view and in the best interests of Mediq and all its stakeholders.
The Supervisory Board and the Management Board are of the opinion that the Offer Price and the other terms of the Offer are reasonable and fair to the Shareholders taking into account all circumstances. In this respect, reference is made to the Fairness Opinions, as both ING and ABN AMRO have opined that the Offer is fair to the Shareholders from a financial point of view.
With reference to the above, the Boards fully support and unanimously recommend the Offer to the Shareholders for acceptance.
Extraordinary General Meeting of Shareholders
At 14:00 hours, CET, on 20 December 2012, an extraordinary general meeting of Shareholders of Mediq will be held at the head office of Mediq, Hertogswetering 159, 3543 AS Utrecht, The Netherlands (the EGM) at which meeting the Offer, among other matters, will be discussed in accordance with the provisions of Article 18, paragraph 1 of the Decree. In addition, certain resolutions will be proposed to the EGM in connection with the Offer.
A position statement providing further information to the Shareholders as required pursuant to Article 18, paragraph 2 of the Decree (the Position Statement), including the agenda for the EGM (and the explanatory notes thereto), will be made available by Mediq as of today.
Mediq and the Offeror are very pleased to announce that Mediq's Central Works Council has given its positive advice in respect of the Offer and the financing thereof.
The trade unions involved with Mediq and the secretariat of the Social Economic Council (Sociaal Economische Raad) have been informed in writing of the Offer in accordance with the SER Fusiegedragsregels 2000 (the Dutch code in respect of informing and consulting trade unions).
Templeton Investment Counsel, LLC, Franklin Templeton Investments Corp., together holding approximately 5.0% of the Shares, and Silchester International Investors LLP, holding approximately 15.1% of the Shares, have irrevocably undertaken to tender all their Shares under the Offer as set out in the Offer Memorandum under the same terms as applicable to all Shareholders.
Templeton Investment Counsel, LLC, Franklin Templeton Investments Corp. and Silchester International Investors LLP did not receive any information in connection with the Offer that is not included in the Offer Memorandum.
Each of the members of the Boards who holds Shares has entered into an irrevocable undertaking, subject to the Recommendation not having been revoked or amended, to tender the Shares directly or indirectly held by him/her under the Offer in the Offer Period under the same terms as applicable to all Shareholders and subject to the conditions and restrictions described in the Offer Memorandum. The members of the Boards did not receive any information from the Offeror in connection with the Offer that is not included in this Offer Memorandum.
The offer period will commence at 09:00 hours, CET, on 9 November 2012 and will expire on 4 January 2013 at 17:40 hours, CET (the Closing Date), unless the offer period is extended (the Offer Period), in which case the Closing Date shall be the date on which the extended Offer Period expires.
Shares tendered on or prior to the Closing Date may not be withdrawn, subject to the right of withdrawal of any tender of Shares during the Offer Period in accordance with the provisions of Article 5b, paragraph 5, Article 15, paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree. In case of extension of the Offer Period, any Shares previously tendered and not withdrawn will remain subject to the Offer.
Acceptance by Shareholders
Shareholders who hold their Shares through an Admitted Institution are requested to make their acceptance known through their bank or stockbroker no later than 17:40 hours, CET, on 4 January 2013, unless the Offer Period is extended. The custodian, bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to Rabobank (the Paying and Exchange Agent) in a timely manner.
Admitted Institutions may tender Shares for acceptance only to the Paying and Exchange Agent and only in writing. In submitting the acceptance, 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 Tendered Shares are being tendered in compliance with the restrictions set out in Sections 2 and 3 of the Offer Memorandum (Restrictions and Important Information) and (iii) they undertake to transfer these Tendered Shares to the Offeror prior to or ultimately on the Settlement Date, provided that the Offer has been declared unconditional (gestand wordt gedaan).
Holders of Shares individually recorded in Mediq’s shareholders’ register wishing to accept the Offer in respect of such Shares must deliver a completed and signed acceptance form to the Paying and Exchange Agent in accordance with the terms and conditions of the Offer, no later than 17:40 hours, CET, on the Closing Date, unless the Offer Period is extended. The acceptance forms are available upon request from the Paying and Exchange Agent. The acceptance form will also serve as a deed of transfer (akte van levering) with respect to the Shares referenced therein.
Declaring the Offer unconditional (gestanddoening)
The Offer will be subject to the satisfaction of the offer conditions set out in Section 6.7.1 of the Offer Memorandum (the Offer Conditions). The Offer Conditions may be waived, to the extent permitted by law or by agreement, as set out in Section 6.7.2 of the Offer Memorandum.
No later than on the third (3rd) business day following the Closing Date, such date being the Unconditional Date, the Offeror will determine whether the Offer Conditions have been satisfied or are to be waived and announce whether (i) the Offer is declared unconditional, (ii) the Offer will be extended in accordance with Article 15 of the Decree or (iii) the Offer is terminated, as a result of the Offer Conditions not having been satisfied or waived, all in accordance with Article 16 of the Decree and the Merger Protocol.
If one or more of the Offer Conditions is not satisfied by the Closing Date or waived in accordance with Section 6.7.2 of the Offer Memorandum, the Offeror will, in accordance with Article 15, paragraph 1 and paragraph 2 of the Decree, extend the Offer Period at its discretion for a minimum period of two (2) weeks and a maximum period of ten (10) weeks in order to have such Offer Conditions satisfied or waived, unless one or more of the Offer Conditions is not satisfied on the initial Closing Date and a full offer has been made by a third party, which full offer exceeds the Offer Price, in which case the Offeror will not be obliged, but still has the right, to extend the Offer after the initial Closing Date, but may also terminate the Offer as a result of one or more Offer Conditions set out in Section 6.7 of the Offer Memorandum not having been satisfied or waived.
Extension of the Offer Period may in any event occur once (extension for more than one period is subject to clearance of the AFM, which will only be given in exceptional circumstances). In case of such extension all references in the Offer Memorandum to 17:40 hours, CET, on the Closing Date shall, unless the context requires otherwise, be changed to the latest date and time to which the Offer Period has been so extended.
If the Offer Period is extended, so that the obligation pursuant to Article 16 of the Decree to announce whether the Offer is declared unconditional is postponed, a public announcement to that effect will be made ultimately on the third (3rd) business day following the Closing Date in accordance with the provisions of Article 15, paragraphs 1 and 2 of the Decree. If the Offeror extends the Offer Period, the Offer will expire on the latest time and date to which the Offeror extends the Offer Period.
During an extension of the Offer Period, any Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of each Shareholder to withdraw the Shares he or she has already tendered in accordance with Article 15, paragraph 3 of the Decree and subject to any withdrawal rights available pursuant to Article 5b, paragraph 5, Article 15, paragraph 8 and Article 15a, paragraph 3 of the Decree.
Post Closing Acceptance Period (na-aanmeldingstermijn)
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror may, at its discretion, in accordance with Article 17 of the Decree, within three (3) business days after declaring the Offer unconditional, publicly announce a Post Closing Acceptance Period (na-aanmeldingstermijn) of maximum two (2) weeks to enable Shareholders who did not tender their Shares during the Offer Period to tender their Shares under the same terms and conditions as the Offer.
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), Shareholders who have tendered and transferred (geleverd) their Shares for acceptance pursuant to the Offer on or prior to the Closing Date will receive within eight (8) Business Days following the Unconditional Date the Offer Price in respect of each Tendered Share (the Settlement Date), at which point dissolution or annulment of a Shareholder’s tender or transfer (levering) shall not be permitted.
Governance of Mediq post completion
The Offeror intends to keep the current Management Board in place after the Settlement Date, consisting of Mr M.C. van Gelder (CEO) and Mr J.G. Janssen (CFO). The Offeror intends that Mr F.J.J. Scheefhals shall remain general counsel and secretary to the Boards after the Settlement Date.
Subject to the resolutions proposed to the EGM, the Supervisory Board will consist of Mr B.W.B. Grimmelt, Mr T.A. Allen, Mr R.F. Sheldon, Mr S. van Keulen (Independent SB Member) and Mr W.M. van den Goorbergh (Works Council SB Member) as from the Settlement Date. Until the earlier of four (4) years after the Settlement Date and the occurrence of an Exit, one (1) member of the Supervisory Board will be independent from the Offeror and its Related Parties (the Independent SB Member). Such member will be appointed by the general meeting of shareholders of Mediq upon the nomination of the Supervisory Board itself, provided that the Works Council SB Member shall have to grant his or her prior written approval confirming that any persons to be nominated by the Supervisory Board for appointment as the Independent SB Member indeed qualifies as being independent from the Offeror, its Related Parties and any other shareholders in the Offeror. The Independent SB Member shall be the chairman of the Supervisory Board.
Liquidity and delisting
The purchase of Shares by the Offeror pursuant to the Offer, among other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly.
Should the Offer be declared unconditional (gestanddoening) it is intended to procure that Mediq’s listing on Euronext Amsterdam and the listing agreement between Mediq and Euronext will be terminated as soon as possible. Delisting may be achieved on the basis of 95% or more of the issued share capital of Mediq having been acquired by the Offeror or on the basis of a statutory merger. This would further adversely affect the liquidity and market value of the Shares.
Depending on the number of Shares obtained by the Offeror under the Offer, the Offeror intends to initiate a squeeze-out procedure in order to acquire all Shares held by the minority shareholders (subject to the Offeror obtaining 95% of the Shares), or to take other steps to terminate the listing and/or acquire Shares that were not tendered under the Offer, including effecting a legal merger or any other legal measure as set out in the Offer Memorandum.
Any further announcements in relation to the Offer will be issued by press release. Subject to any applicable requirements of the Applicable Rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.
Offer Memorandum, Position Statement and further information
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 8 November 2012, which will be available as of today. In addition, as per today, Mediq 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 will be available free of charge at the offices of the Offeror, Mediq and the Paying and Exchange Agent and can be obtained by contacting the Offeror, Mediq or the Paying and Exchange Agent at the addresses below.
AI Garden B.V.
1043 BW Amsterdam
3543 AS Utrecht
The Paying and Exchange Agent
P.O. Box 17100
3500 HG Utrecht
Tel: +31 (0)30 712 3785
Fax: +31 (0)30 712 3474
Digital copies of the Offer Memorandum will be available on the websites of Mediq (www.mediq.com) and Advent (www.adventinternational.com). The Mediq 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 will be available on the website of Mediq (www.mediq.com).
Deutsche Bank, Rabobank and BNP Paribas are acting as financial advisor exclusively to the Offeror and Advent; ING is acting as financial advisor exclusively to Mediq and ABN AMRO is acting as financial advisor exclusively to the Supervisory Board of Mediq.
Freshfields Bruckhaus Deringer LLP is acting as legal counsel to the Offeror and Advent; Allen & Overy LLP is acting as legal counsel to Mediq.
FTI Consulting is acting as communications advisor to Advent and Citigate First Financial is acting as communications advisor to Mediq.
The Offer is being made with due observance of such statements, conditions and restrictions as are included in the Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been made in the manner set out in the Offer Memorandum.
The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). Outside of the Netherlands, no actions have been taken (nor will actions be taken) to make the Offer possible in any jurisdiction where such actions would be required. In addition, the Offer Memorandum has not been filed with or recognised by the authorities of any jurisdiction other than the Netherlands. Neither the Offeror, nor Mediq nor any of their advisers assumes any responsibility for any violation by any person of any these restrictions. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read Sections 2 and 3 of the Offer Memorandum (Restrictions and Important Information) before taking any action. The release, publication or distribution of the Offer Memorandum and any document regarding the Offer or the making of the Offer in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession the Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction. This announcement is not to be published or distributed in or to Canada or Japan.
The Offer is being made for the securities of a Dutch company and is subject to Dutch disclosure requirements, which differ from those of the United States. The financial information of Mediq included or referred to herein has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer will be made in the United States pursuant an exemption from the U.S. tender offer rules provided by Rule14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act), and otherwise in accordance with the applicable regulatory requirements in The Netherlands. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures and law.
It may be difficult for U.S. holders of Shares to enforce their rights and claims arising out of the U.S. federal securities laws, since the Offeror and Mediq are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
In accordance with standard Dutch practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, the Offeror or its nominees, or its brokers (acting as agents), or affiliates of the Offeror’s financial advisors, may from time to time make certain purchases of, or arrangements to purchase, Shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required in the Netherlands, any information about such purchases will be announced by press release in accordance with Article 13 of the Decree and posted on the website of Advent at www.adventinternational.com.
Canada and Japan
The Offer is not, directly or indirectly, being made in or into, or by use of the mailing systems of, or by any means or instrumentality (including, without limitation, electronic mail, post, telephone, facsimile, telex or electronic transmission) of interstate or foreign commerce of, or of any facility of a securities exchange of Canada and Japan, and the Offer cannot be accepted by any such use, means, instrumentality or facility or from within Canada or Japan.
Accordingly, the Offer Memorandum and any related documents are not being and must not be mailed or otherwise distributed or sent in or into Canada or Japan or to such persons in their capacity of custodians, trustees, or nominees holding Shares for Canadian and Japanese persons. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them into such jurisdictions and doing so will render invalid any relevant purported acceptance of the Offer.
The Offer Memorandum includes “forward-looking ", including statements about the expected timing and completion of the Offer.
Forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that all occur in the future. Generally, words such as may, should, aim, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forward-looking statements. Although the Offeror, Advent and Mediq, each with respect to the statements it has provided, believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. The forward-looking statements involve unknown risks, uncertainties and other factors, many of which are outside the control of the Offeror, Advent and Mediq, and are difficult to predict. These forward-looking statements are not guarantees of future performance. Any such forward-looking statements must be considered together with the fact that actual events or results may vary materially from such forward-looking statements due to, among other things, political, economic or legal changes in the markets and environments in which the Offeror, Advent and/or Mediq does business, to competitive developments or risks inherent to the business plans of the Offeror, Advent or Mediq, and to uncertainties, risk and volatility in financial markets and other factors affecting the Offeror, Advent and/or Mediq.
The Offeror, Advent and Mediq undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations or by any appropriate regulatory authority.
For more information
For media enquiries:
Advent Media Relations
Fergus Wheeler / Sophia Winfield
Tel: +44 (0) 207 269 7259 / 7161
Catrien van Buttingha Wichers
T +31 (0)30 282 16 09
M +31 (0)6 5339 3665
For media enquiries:
T +31 (0)30 282 1061
M +31 (0)6 2219 7204
About Advent International
Founded in 1984, Advent is one of the world’s leading global buyout firms, with offices in 16 countries on four continents. A driving force in international private equity for more than 28 years, Advent has built an unparalleled global platform of over 160 investment professionals across Western and Central Europe, North America, Latin America and Asia. The firm focuses on international buyouts, strategic repositioning opportunities and growth buyouts in five core sectors, including healthcare, working actively with management teams to drive revenue growth and earnings improvements in portfolio companies. Since inception, Advent has raised € 19.4 billion in private equity capital and, through its buyout programmes, has completed over 270 transactions in 35 countries.
For more information, visit www.adventinternational.com.
Mediq is an international company delivering pharmaceuticals, medical devices and related care services. The patient is at the centre of everything we do. Mediq delivers via three channels: direct to people’s homes (Direct), via hospitals, nursing homes and other healthcare institutions (Institutional) and via Mediq Pharmacies. Mediq operates in 15 countries. Its head office is located in Utrecht, the Netherlands. The company was founded in 1899 and has around 8,300 employees. Mediq is listed on Euronext Amsterdam. Mediq reported € 2.7 billion net sales in 2011.
For more information see www.mediq.com.