Update on dividend in relation to the intended all-cash public offer by Flora Acquisition B.V. for all NIBC sharesPress Release -
This is a press release by NIBC Holding N.V. (“NIBC”) in connection with the announced proposed recommended public offer (the “Offer”) by Flora Acquisition B.V. (the "Offeror"), an entity incorporated under Dutch law, owned by certain funds (the "Blackstone Funds") managed and/or advised by Blackstone's Tactical Opportunities and Private Equity businesses and other managers affiliated with The Blackstone Group Inc. (each or together, as the context requires, "Blackstone"), for all the issued and outstanding ordinary shares in the capital of NIBC (the “Shares”). The Offer together with the private transactions entered into between the Offeror and each of J.C. Flowers & Co (“JCF”) and Reggeborgh Invest B.V. (“Reggeborgh”) in respect of the acquisition by the Offeror of all Shares held by them, shall be referred to as the "Transaction". This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada or Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.
Update on dividend in relation to the intended all-cash public offer by Flora Acquisition B.V. for all NIBC shares
On 28 April 2020 the Offeror announced that it lacked certain funds to pay for the Offer after NIBC had delayed the payment of the 2019 final dividend of EUR 0.53 per share.
After further discussions NIBC has now committed to the Offeror to pay the dividend before settlement of the Offer, in order to enable the Offeror to pay for the Offer at EUR 9.32 per share. As a result, NIBC shareholders will receive the dividend of EUR 0.53 sometime after the Offer is made and before payment of the Offer Price, not subject to any conditions. This removes the impediment for the Offeror to declare certain funds to pay for the Offer.
NIBC's major shareholders J.C. Flowers & Co and Reggeborgh Invest have agreed to waive the right to collect the dividend payable on their shares, until such time that in the opinion of the management and supervisory boards of NIBC, payment is feasible and appropriate in light of the impact of COVID-19 on the business, or when NIBC or NIBC Bank pays another dividend or capital distribution to its shareholders, or repurchases any of the shares in its capital.
NIBC is continuing its preparations for the Offer. The Offeror is expected to submit a request for review and approval of the offer memorandum in relation to the Offer with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) by no later than 19 May 2020, which is the statutory deadline for this submission.
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, NIBC, the Offeror and Blackstone 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 NIBC, nor the Offeror nor Blackstone, nor any of their advisors, assumes any responsibility for any violation of any of these restrictions. Any NIBC shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to the United States, Canada or Japan.
The information in the press release is not intended to be complete. 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 the solicitation of an offer to buy or acquire the securities of NIBC in any jurisdiction.
Forward Looking Statements
Certain statements in this press release may be considered “forward-looking statements,” such as statements relating to the impact of this Transaction on NIBC, the Offeror and Blackstone and the targeted timeline for the Transaction. Forward-looking statements include those preceded by, followed by or that include the words “anticipated,” “expected” or similar expressions. These forward-looking statements speak only as of the date of this release. Although NIBC, the Offeror and Blackstone 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 forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, receipt of regulatory approvals without unexpected delays or conditions, the Offeror’s ability to successfully operate NIBC without disruption to its other business activities, the Offeror’s ability to achieve the anticipated results from the acquisition of NIBC, the effects of competition, economic conditions in the markets in which NIBC operates, and other factors that can be found in NIBC’s, the Offeror's and/or Blackstone’s press releases and public filings.
Neither NIBC, nor the Offeror nor Blackstone, 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. Each of NIBC, the Offeror and Blackstone expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.