Final results of the Offer for Accell Group: 96.90% obtained Back to Press Releases

Final results of the Offer for Accell Group: 96.90% obtained

June 23, 2022

This is a joint press release by Accell Group N.V. (“Accell Group“) and Sprint BidCo B.V. (the “Offeror“). The Offeror is an affiliate of the affiliated investment funds advised by Kohlberg Kravis Roberts & Co. LP or one of its affiliates (“KKR“). Teslin Alpine Acquisition B.V., a wholly-owned subsidiary of Teslin Participaties Coöperatief U.A. (“Teslin“) is together with the Offeror and KKR referred to as the “Consortium“. This joint press release is issued pursuant to the provisions of Sections 4, paragraph 3, 13, paragraphs 1 and 2 and 17 paragraphs 3 and 4 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft) (the “Decree“) in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Accell Group. This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the offer memorandum dated 6 April 2022 (the “Offer Memorandum“) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the “AFM“), which has been available as from 7 April 2022. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful. Capitalised terms not defined in this press release have the same meaning as given thereto in the Offer Memorandum.

 

Heerenveen, the Netherlands, 23 June 2022

·       During the Post Acceptance Period, 5,671,703 Shares, representing 21.12% of the Shares, have been tendered under the Offer

·       Today the Offeror acquired an additional 23,594 Shares, representing 0.09% of the Shares

·       Including Shares already held by or acquired by the Offeror, this represents a total of 96.90% of the Shares on a Fully Diluted basis

·       Settlement of the Shares tendered during the Post Acceptance Period will take place on 30 June 2022

·       The Offeror will as soon as possible initiate legal buy-out proceedings in order to obtain 100% of the Shares

·       Termination of the listing and trading of the Shares on Euronext Amsterdam will be pursued as soon as possible by the Offeror and Accell Group

 

During the Post Acceptance Period that expired at 17:40 (CET) today, 5,671,703 Shares have been tendered under the Offer, representing approximately 21.12% of the aggregate issued and outstanding share capital of Accell Group on a Fully Diluted basis. In addition, the Offeror today acquired an additional 23,594 Shares, representing 0.09% of the aggregate issued and outstanding share capital of Accell Group on a Fully Diluted basis. Including the Shares already held by or acquired by the Offeror, this amounts to a total of 26,020,905 Shares, representing approximately 96.90% of the aggregate issued and outstanding share capital of Accell Group on a Fully Diluted basis.

 

Settlement Post Acceptance Period

 

With reference to the Offer Memorandum, holders of Shares who accepted the Offer during the Post Acceptance Period shall receive the Offer Price for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer Memorandum and subject to its restrictions.

 

Settlement of the Shares tendered during the Post Acceptance Period and payment of the Offer Price will take place on 30 June 2022.

 

Share acquisitions

 

Reference is made to the joint press release by the Offeror and Accell Group regarding the Offer being declared unconditional dated 9 June 2022. Pursuant to the provisions of Sections 13, paragraphs 1 and 2 and 17, paragraph 3 of the Decree, the Offeror announces that it conducted transactions in Shares of Accell Group or securities that are convertible into, exchangeable for or exercisable for such Shares, the details of which are stated below.

 

Date

Transaction type

Total number of ordinary shares

Volume weighted average price (€)

23 June 2022

Purchase

23,594

58.00

 

The highest price per Share paid in a transaction conducted today was EUR 58.00 per Share.

 

Based on the transactions set out above, the Offeror acquired today a total of 23,594 Shares representing approximately 0.09% of the Shares.

 

Delisting

 

The Offeror and Accell Group intend to procure the termination of the listing and trading of the Shares on Euronext Amsterdam as soon as possible under the applicable rules. In light of the upcoming delisting, Accell Group has decided to postpone the publication of its semi-annual results 2022 (originally scheduled for 22 July 2022) with the intention to forego such publication if the delisting is effectuated.

 

Buy-Out

 

Since following the settlement of the Shares tendered during the Post Acceptance Period, the Offeror will own more than 95% of the Shares, the Offeror will, as soon as possible, commence (i) a compulsory acquisition procedure (uitkoopprocedure) in accordance with article 2:92a or 2:201a of the Dutch Civil Code or (ii) the takeover buy-out procedure in accordance with article 2:359c of the Dutch Civil Code to acquire the remaining Shares that are not yet held by the Offeror. Reference is made to Section 4.13.1 (Delisting, Buy-Out) of the Offer Memorandum.

 

For More Information:

 

Media enquiries Accell Group

CFF Communications

Frank Jansen / Anja Höchle: + 31 6 21 54 23 69/ +31 6 31 97 33 75

frank.jansen@cffcommunications.nl / anja.hoechle@cffcommunications.nl

 

Media enquiries Consortium

Hendrik Jan Eijpe, HJE Consult

+31 622 031 978 / hje@hjeconsult.nl

                                                         

About Accell Group

 

We believe cycling moves the world forward. We design simple and smart solutions in order to create a fantastic cycling experience for everyone who uses our bikes. Accell Group makes bicycles, bicycle parts and accessories. We are the European market leader in ebikes and second largest in bicycle parts and accessories, with numerous leading European bicycle brands under one roof. These brands were built by pioneers for whom the best was not good enough. We still embody the entrepreneurial spirit of those family businesses to this day. We keep pushing ourselves to create highquality, high performance, cuttingedge products driven by the continuous exchange of knowhow and craftsmanship. Wellknown bicycle brands in our portfolio include Haibike, Winora, Ghost, Batavus, Koga, Lapierre, Raleigh, Sparta, Babboe and Carqon. XLC is our brand for bicycle parts and accessories. Accell Group employs approximately 3,100 people across 15 countries. For more information about Accell Group, please visit:

www.accell-group.com.

 

About KKR

 

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

 

About Teslin

 

Teslin is an investment fund managed by Teslin Capital Management. Teslin invests in promising small and midcaps. Based on fundamental analysis Teslin selects value creating companies active in attractive markets with a strong market position and a proper corporate governance structure. Teslin focuses on responsible value creation in the long term and acts as an active and involved shareholder. Teslin has been a long-term significant, active and committed shareholder of Accell Group since 1998 and is delighted to support Accell Group in accelerating and realizing its potential in the coming years. For more information, please visit: www.teslin.nl.

 

Disclaimer, General Restrictions and Forward-Looking Statements

 

This is a public announcement by Accell Group pursuant to Section 17, paragraph 1 of the European Market Abuse Regulation (596/2014/EU).

 

The information in this press release is not intended to be complete. This press release is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities.

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, the Consortium, the Offeror and Accell Group 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 Accell Group, nor the Offeror, nor the Consortium, nor any of their respective advisors assumes any responsibility for any violation of any of these restrictions. Any Accell Group shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.

Certain statements in this press release may be considered forward-looking statements such as statements relating to the impact of this Offer on the Offeror and Accell Group and language that indicates trends, such as “anticipated” and “expected”. These forward-looking statements speak only as of the date of this press release. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future, and Accell Group, the Consortium and the Offeror cannot guarantee the accuracy and completeness of forward- looking statements. A number of important factors, not all of which are known to Accell Group, the Consortium or the Offeror or are within their control, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, receipt of competition clearances without unexpected delays or conditions, the response to the Offer in the market place, the ability to achieve the anticipated benefits from the Offer and economic conditions in the global markets in which Accell Group operates. Accell Group, the Consortium and the Offeror expressly disclaim any obligation or undertaking to publicly update or revise any forward looking statements, whether as a result of new information, a change in expectations or for any other reason. Neither Accell Group, nor the Offeror, nor the Consortium, nor any of their advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups.

 



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