1 The ANNOUNCEMENT OF THE PUBLICATION OF THE PROSPECTUS, THE RESPONSE MEMORANDUM AND THE EXEMPTION DOCUMENT IN CONNECTION WITH THE VOLUNTARY AND CONDITIONAL PUBLIC EXCHANGE OFFER BY TESSENDERLO GROUP ON PICANOL GROUP – OPENING INITIAL ACCEPTANCE PERIOD
▪ The prospectus, the response memorandum and the exemption document with respect to the voluntary and conditional public exchange offer by Tessenderlo Group nv (Euronext: TESB) (“Tessenderlo Group or “the Bidder”) for all shares issued by Picanol nv (Euronext Brussels: PIC) (“Picanol Group or “the Target company”), have been published on October 26, 2022.
▪ The initial acceptance period will open on November 2, 2022, and end on December 14, 2022 (unless extended).
▪ The Board of Directors of Picanol Group confirmed its unanimous support for the transaction.
Picanol Group announces that the prospectus describing the details of the voluntary and conditional public exchange offer filed on September 7, 2022, by Tessenderlo Group for all 17,931,766 shares issued by Picanol Group (the “Exchange Offer”) was approved by the FSMA on October 25, 2022. The response memorandum, in which the Board of Directors of Picanol Group states its opinion on the Exchange Offer, has also been published as an annex to the prospectus.
Furthermore, in application of articles 1(4)(f) and 1(5)(e) of the Prospectus Regulation2 and the Delegated Regulation (EU) 2021/5283, Tessenderlo Group has published an exemption document for the offering of the New Shares and the admission of the New Shares to trading on the regulated market of Euronext Brussels.
The prospectus (including the response memorandum and the acceptance form for dematerialized shares), approved in Dutch and translated into English, the summary of the prospectus which has been translated into French, and the exemption document, prepared in Dutch and translated into English, are available on the websites below:
http://www.tessenderlo.com/en/transaction-tessenderlo-group-and-picanol-group
http://www.picanolgroup.com/nl/transactie-picanol-group-en-tessenderlo-group
A hard copy can be obtained, free of charge, at the counters of KBC Bank nv or by calling +32 78 152 153 (KBC Live).
Notes:
1 The information includes regulated information as defined in the Royal Decree of November 14, 2007, on the obligations of issuers of financial instruments admitted to trading on a regulated market.
2 Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (the “Prospectus Regulation“).
3 Commission Delegated Regulation (EU) 2021/528 of December 16, 2020, supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the minimum information content of the document to be published for a prospectus exemption in connection with a takeover by means of an exchange offer, a merger or a division (the “Delegated Regulation (EU) 2021/528“).
the Exchange Offer, the shareholders of Picanol are offered 2.36 new shares of Tessenderlo Group (the “New Shares”) for each share of Picanol.
The initial acceptance period opens today, on November 2, 2022, at 9:00 am CET and will end on December 14, 2022, at 4:00 pm CET (unless extended). Tessenderlo Group intends to announce the results of the Exchange Offer on or around December 20, 2022. The payment date of the New Shares and the cash consideration for the fractions of New Shares is scheduled for January 2, 2023.
During the initial acceptance period, shareholders of Picanol Group can accept the Exchange Offer by following the instructions set out in the prospectus.
The Exchange Offer is subject to the conditions precedent set forth in the prospectus. The Bidder reserves the right to waive these conditions precedent at its sole discretion.
Taking into account all of the considerations set forth in the response memorandum and the information contained in the prospectus, the Board of Directors of Picanol Group has confirmed its unanimous support for the Exchange Offer and recommends the shareholders of Picanol Group to tender their shares to the Exchange Offer.
About Picanol Group
Picanol Group is a diversified industrial group and it is active worldwide in the fields of mechanical engineering, agriculture, food, energy, water management, the efficient (re)use of natural resources and other industrial markets. The group’s products are used in a variety of applications, industrial and consumer markets. Picanol Group realized a consolidated turnover of 2.7 billion EUR in 2021. Picanol Group has approximately 7,000 employees worldwide and it is listed on Euronext Brussels (PIC) via Picanol nv.
This press release is also available on the Picanol Group corporate website:
Disclaimer
This document may contain forward-looking statements. Such statements reflect management’s view of future events at the time of publication of this document.
In addition, these forward-looking statements relate to known and unknown risks, uncertainties and other factors that could cause actual results to differ from
results, performance or achievements expressed or implied in such forward-looking statements. Picanol Group provides the information in this press release as of
the date of publication. Except as required by applicable law, the group undertakes no obligation to update, explain or correct any forward-looking statements
contained in this press release in light of new information, future events or otherwise. Picanol Group assumes no liability for statements made or published by
third parties (including statements made by employees not expressly authorized by Picanol Group). Except as required by applicable law, they do not undertake
in any way to correct any incorrect data, information, conclusions or opinions published by third parties in respect of this or any other press release issued by
them.
This press release does not constitute an offer to acquire, purchase, subscribe for, sell or exchange (or the solicitation of an offer to acquire, purchase, subscribe
for, sell or exchange), any securities in or from the United States of America, Australia, Canada, Japan, Switzerland, the United Kingdom or any other jurisdiction
where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction. Any
securities discussed in this document have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities regulatory
authority of any state of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from registration
thereunder. There will be no public offering of securities in the United States.