REG-Candover Investments: Offer for Stork - Update
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Naarden, 22 January 2008 Press release
This is a joint announcement of Stork N.V. and London Acquisition B.V. This
announcement and related materials do not constitute an offer for any shares in
Stork N.V. Not for release, distribution or publication, in whole or in part,
in the United States of America, Canada, or Japan.
Settlement of Offer for Stork completed
Further to their announcements of 14 December 2007, 15 and 17 January 2008,
London Acquisition B.V. ("London Acquisition") and Stork N.V. ("Stork") jointly
announce that London Acquisition has settled its offer ("Offer") for all the
issued and outstanding ordinary shares in Stork ("Shares") and has acquired
approximately 98% of the issued and outstanding Shares.
Stork shareholders who have not yet accepted the Offer may still tender their
Stork shares until 1 February 2008, 15:00 CET, as earlier announced on 17
January 2008.
As soon as legally possible, London Acquisition and Stork intend to terminate
the listing of ordinary shares in Stork on Euronext Amsterdam. The last day of
trading of Stork shares on Euronext Amsterdam is expected to be 19 February
2008. In addition, London Acquisition intends to start legal proceedings to
acquire 100% of the issued and outstanding share capital in Stork as soon as
possible.
Supervisory Board
As a result of the settlement of the Offer the Supervisory Board of Stork shall
consist as of today of Mr J.H. Schraven as chairman, Mr M.S. Gumienny as
vice-chairman,
Mr E.J.F.H.C. Ernst and Mr P.F. Hartman, as well the members appointed by the
Enterprise Chamber of the Amsterdam Court of Appeal on 26 January 2007, Mr D.G.
Eustace, Mr C.J.A. van Lede, and Mr W. Kok. The members appointed by the
Enterprise Chamber will stay in function until the Enterprise Chamber will
terminate the pending inquiry and related temporary measures, which is expected
shortly. Mr C.J. van den Driest shall be nominated by the Supervisory Board for
appointment by the first general meeting of shareholders to be held after
settlement. Mr P.J. Kalff, Mr A. van der Velden, Mr J. Aalberts, Mr C.J. van
den Driest have agreed to resign as of today.
Articles of Association
Also as a result of the settlement of the offer, as of today the amended
Articles of Association of Stork N.V. adopted by the Extraordinary General
meeting of Shareholders on January 4, 2008, shall come into force.
Restrictions
The Offer is not being made, and the Shares will not be accepted for purchase
from or on behalf of any holders of Shares, in 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 relating to the offer ("Offer
Memorandum"). However, acceptances of the Offer by holders of Shares not
residing in The Netherlands will be accepted by London Acquisition if such
acceptances comply with the acceptance procedure set out in 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. Neither London Acquisition, nor Stork, nor any of their
respective affiliates or any of their respective directors, employees or
advisers accept 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 of the Offer Memorandum (Restrictions and Important
Information) before taking any action. The distribution of the Offer Memorandum
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.
Press information:
Stork N.V., Dick Kors, tel.: +31 (0) 6 5198 4054
Candover, Susanna Voyle/Peter Hewer, tel: +44 (0) 20 7353 4200
Handelsregister Hilversum 32044373
Stork N.V.
END
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