Prysmian S.p.A, final offer results – 99.02% of ordinary shares Draka tendered for acceptance

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Milano   -   23/02/2011 - 12:00 AM

With reference to the public tender offer for all the outstanding ordinary shares (the Shares ) of Draka Holding N.V. ( Draka ), at an offer price of Euro 8.60 in cash plus 0.6595 newly issued Prysmian ordinary shares for each Share (the Offer ), launched on 5 January 2011, and declared as unconditional on 8 February 2011, Prysmian informs that during the post closing acceptance period that ended on 22 February 2011 at 18:00 hours, Amsterdam time (the Post Closing Acceptance Period ), n. 4,175,694 Shares were furthermore tendered for acceptance under the Offer.

Highlights

  • 99.02% of Shares tendered for acceptance
  • Delisting to occur on 7 April 2011
  • Squeeze-out procedure to start in due course

Post Closing Acceptance Period

During the Post Closing Acceptance Period that ended on 22 February 2011 at 18:00 hours, Amsterdam time, n. 4,175,694 Shares were tendered for acceptance under the Offer, representing approx. 8.6% of the Shares (excluding any Shares held by Draka).

Together with the 44,064,798 Shares that were tendered during the initial offer period, the total number of Shares to be held by Prysmian shall amount to 48,240,492, representing 99.02% of the Shares (excluding any Shares held by Draka).

Furthermore, as a result of the acquisition of the 5,754,657 financing preference shares by Prysmian from ASR Levensverzekering N.V. and Kempen Bewaarder Beleggingsfonds ‘Ducatus’ B.V. on 1 March 2011, Prysmian shall hold 99.09% of the total issued and outstanding share capital of Draka.

Settlement

Payment of the offer price per Share in respect of Shares tendered during the post closing acceptance period (or defectively tendered provided that such defect has been waived by Prysmian) shall occur on 8 March 2011.

Delisting

As a result of the acquisition of more than 95% of the Shares by Prysmian, Prysmian intends to terminate the listing and trading of the Shares on NYSE Euronext Amsterdam ( Euronext ). In consultation with Euronext, it is decided that the last day of trading of the Shares will be on 6 April 2011. This means that the termination of the listing of the Shares shall be effectuated on 7 April 2011.

Squeeze-out proceedings

Prysmian, holding more than 95% of the Shares, also intends to initiate a takeover squeeze-out procedure in accordance with article 2:359c of the Dutch Civil Code as soon as possible, in order to acquire the remaining Shares not tendered and not held by Prysmian.

This press release, which reflects the contents of the joint press release issued by Prysmian and Draka today pursuant to Dutch law, is made exclusively in compliance with, and pursuant to, the provisions of article 114 of the Italian Legislative Decree of 24 February 1998 n. 58, as subsequently amended (Italian Financial Act).

After expiry of the initial offer period, 50 additional Shares were tendered and accepted by Prysmian as defective tenders.