RRECOMMENDED CASH OFFER OF ¤ 55.00 PER NUMICO SHARE
OFFER MEMORANDUM AVAILABLE
This is a joint press release of Groupe Danone S.A. ("Danone") and
Royal Numico N.V. ("Numico") in connection with the recommended
public offer by Danone for all outstanding ordinary shares in the
share capital of Numico. This announcement and related materials do
not constitute an offer to purchase nor a solicitation of an offer to
sell shares. Any offer will be made only by means of the Offer
Memorandum as defined below. Nowhere outside the Netherlands any
actions have been taken (nor will any actions be taken) to make a
public offer possible in any jurisdiction in which actions would be
required to that effect. Not for release, publication or
distribution, in whole or in part, in or into the United States,
Canada, Australia, Italy and Japan.
Schiphol and Paris, 20 August 2007
With reference to the press releases dated 9 July 2007 and 8 August
2007, Danone and Numico 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 ¤ 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 ¤ 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).
Koninklijke Numico N.V. Exchange
Agent: ING Bank N.V.
Attn: Investor Relations ING
Wholesale Banking Securities Services
P.O. Box 75538 Attn:
Paying Agency Services
1118 ZN Schiphol Airport Location
code BV 06.01
The Netherlands Van
Heenvlietlaan 220
1083 CN Amsterdam
The Netherlands
Tel: +31 (0) 20 456 9032 Tel: +31
(0) 20 7979 398
Fax: +31 (0) 20 456 8032 Fax: +31
(0) 20 7979 607
Email: investor-relations@numico.com Email:
iss.pas@mail.ing.nl
Indicative Time Table
- 21 August 2007 - Acceptance
Period commences
- 26 September 2007 - Extraordinary
general meeting of shareholders
- 31 October 2007 - Anticipated
closing of the initial acceptance period
Within five Euronext trading
days following closing of the - Announcement
whether Offer declared unconditional
Acceptance Period, unless
exended
- First half November 2007 - Anticipated
settlement date
Restrictions
General restrictions
The Offer is not being made, and the Shares will not be accepted for
purchase from within any jurisdiction in which the making 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 of and
observe all such restrictions and obtain any necessary
authorisations, approvals or consents. Neither Danone nor Numico, nor
any of their advisers accepts any liability for any violation by any
person of any such restriction.
Any person (including, without limitation, custodians, nominees and
trustees) who would or otherwise intends to forward the Offer
Memorandum or any related document to any jurisdiction outside the
Netherlands should carefully read Section 1 (Restrictions and
Important Information) of the Offer Memorandum before taking any
action. The distribution of the Offer Memorandum and any separate
documentation regarding the Offer in jurisdictions other than the
Netherlands may be restricted by law and therefore persons into whose
possession this document and any separate documentation regarding the
Offer comes should inform themselves about and observe such
restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities law of any such
jurisdiction.
If a Shareholder is a non-Dutch Shareholder or resident and in doubt
about its position, the Shareholder should consult its independent
professional adviser in the relevant jurisdiction.
United States, Canada, Australia, Italy and Japan
The Offer is not being made, directly or indirectly, in or into the
United States, Canada, Australia, Italy or Japan and the Offer
Memorandum, and any and all materials related thereto, should not be
sent in or into the United States, Canada, Australia, Italy or Japan,
whether by use of United States, Canadian, Australian, Italian or
Japanese interstate or foreign commerce, or any facility of a United
States, Canadian, Australian, Italian or Japanese national securities
exchange (including, but without limitation, electronic mail, post,
facsimile transmission, telex and telephone), and the Offer cannot be
accepted by any such use, means or instrumentality, in or from within
the United States, Canada, Australia, Italy or Japan. Accordingly,
copies of the Offer Memorandum and any related materials are not
being, and must not be, mailed or otherwise distributed or sent in or
into or from the United States, Canada, Australia, Italy or Japan or,
in their capacities as such, to custodians, trustees or nominees
holding Shares for United States, Canadian, Australian, Italian or
Japanese persons, and persons receiving any such documents (including
custodians, nominees and trustees) must not distribute or send them
in, into or from the United States, Canada, Australia, Italy or Japan
and doing so will render invalid any relevant purported acceptance of
the Offer.
Furthermore, in respect of Italy, the Offer and the Offer Memorandum
have not been submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws
and regulations. Accordingly, Shareholders are hereby notified that,
to the extent such Shareholders are resident in Italy and/or located
in Italy, the Offer may not be accepted in or from within Italy and
acceptances received from within Italy will be void and ineffective.
Neither the Offer Memorandum nor any offering material relating to
the Offer or the Shares may be distributed or made available in or
into Italy.
This announcement is a public announcement as meant within section
9b(1) of the Dutch Securities Markets Supervision Decree (Besluit
toezicht effectenverkeer 1995).
Royal Numico is a high-growth, high-margin specialised nutrition
company with leading positions in Baby Food and Clinical Nutrition
and brings products to the market under the brand names Nutricia,
Milupa, Cow & Gate, Mellin and Dumex, among others. The company
serves customers in over 100 countries and employs approx. 13,000
people (see also: www.numico.com).
For any questions you might have, please contact:
Royal Numico N.V.
Corporate Communications
tel. +31 20 456 9077
Royal Numico N.V.
Investor Relations
tel. +31 20 456 9032
Groupe Danone: Press Office
tel. +33 (0)1 44 35 20 75 / +33 (0)1 44 35 39 99
Groupe Danone: Investor
Relations
tel. +33 (0)1 44 35 20 76
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