Persbericht Endemol - aanmelding aandelen
Amsterdam (BETTEN BEURSMEDIA NEWS) - Hier volgt de tekst van het persbericht van Endemol.
23 August 2007
· 99.73% COMMITTED TO OR OBTAINED BY EDAM ACQUISITION PER THE
END OF THE SUBSEQUENT ACCEPTANCE PERIOD ON 22 AUGUST 2007
· DELISTING OF ENDEMOL SHARES ON 12 SEPTEMBER 2007
· SQUEEZE-OUT PROCEDURE TO START SHORTLY AFTER DELISTING
With this announcement and with reference to the press releases of 15 August 2007, 6 August 2007, 4 July 2007, 14 May 2007 and 18 June 2007 and the Offer Memorandum, Endemol and Edam Acquisition jointly announce that: (i) during the Subsequent Acceptance Period (as defined below), 245,948 Shares representing 0.20% of the total issued and outstanding share capital of Endemol were tendered for acceptance to Edam Acquisition; and (ii) as per the Subsequent Acceptance Closing Date (as defined below), 124,668,196 Shares representing 99.73% of the total issued and outstanding share capital of Endemol have been tendered for acceptance or otherwise committed (through the closing of the
Telefónica Transaction and the Cyrte Transaction, both as defined below) in connection with the Offer.
On 14 May 2007, Endemol N.V. ("Endemol") announced that Edam Acquisition B.V. ("Edam Acquisition") had entered into an agreement with Telefónica S.A. for the sale of its 99.7% interest in Endemol Investment Holding B.V., which indirectly owns 93,750,000 shares in Endemol, representing 75% of the Shares, to Edam Acquisition (the "Telefónica Transaction"). Separately, Edam Acquisition agreed to acquire from Cyrte Fund I C.V. 7,505,760 Shares, representing approximately 6% of the Shares (the "Cyrte Transaction"). On 18 June 2007, Edam Acquisition and Endemol announced that the
commencement of the Offer (as defined below) is subject only to the closing of the Telefónica Transaction.
On 4 July 2007, Endemol and Edam Acquisition jointly announced: (i) the occurrence of the closing of both the Telefónica Transaction and the Cyrte Transaction on 3 July 2007; (ii) the making by Edam Acquisition of a recommended and unconditional all cash public offer for all of the issued and outstanding shares with a par value of EUR 0.10 (the "Shares") in the share capital of Endemol (the "Offer"); (iii) the availability of the offer memorandum dated 4 July 2007 (the "Offer Memorandum") as of 4 July 2007; and (iv) the beginning of the acceptance period (the "Acceptance Period") on 5 July 2007 at 09:00 hours Central European Summer Time ("CEST") and ending on 3 August 2007 at 15:00 hours CEST (the "Acceptance Closing Date").
On 6 August 2007, Endemol and Edam Acquisition jointly announced that as per the Acceptance Closing Date, 124,422,248 shares representing 99.54% of the share capital of Endemol have been tendered for acceptance or otherwise committed (through the closing of the Telefónica Transaction and the Cyrte 2 Transaction) in connection with the Offer. Endemol and Edam Acquisition furthermore announced that Edam Acquisition grants the Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares in the same manner and subject to the same terms and restrictions as described in the Offer Memorandum and the press release and advertisement of 4 July 2007 in a
subsequent acceptance period (the "Subsequent Acceptance Period") that shall commence on 7 August 2007 at 09:00 hours CEST and shall expire on 22 August 2007 at 15:00 hours CEST (the "Subsequent Acceptance Closing Date").
On 15 August 2007, Endemol and Edam Acquisition jointly announced that Endemol N.V. has requested NYSE Euronext to delist all Shares from Euronext Amsterdam by NYSE Euronext Amsterdam.
The Shareholders who have tendered and delivered their Shares to the Offeror in the Subsequent Acceptance Period will receive the Offer Price in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) no later than five Euronext Trading Days after the Subsequent Acceptance Closing Date.
Delisting of Shares and squeeze-out procedure
Barring unforeseen circumstances, the Shares will be delisted from Euronext Amsterdam by NYSE Euronext Amsterdam on 12 September 2007 and therefore 11 September 2007 will be the last day that the Shares can be traded on Euronext Amsterdam by NYSE Euronext Amsterdam. It is envisaged that shortly after the delisting of the Shares, Endemol will be converted from a public limited company (naamloze vennootschap) into a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid).
Shareholders are reminded that Edam Acquisition, having obtained more than 95% of the total issued and outstanding share capital of Endemol, intends to initiate the statutory squeeze-out procedure or, subject to implementation and applicability of the relevant provisions into the laws of The Netherlands, the take-over buy-out procedures, in order to acquire all Shares held by minority Shareholders.