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Prysmian declares offer Draka unconditional


February 8, 2011 - London

NOT FOR DISTRIBUTION IN THE UNITED STATES

This is a joint press release by Prysmian S.p.A. and Draka Holding N.V., pursuant to the provisions of Article 16 paragraph 1 andArticle 17 paragraph 1 of the Decree on public offers Wft (Besluit Openbare Biedingen Wft, the Decree) in connection with the public offer by Prysmian S.p.A. for all the issued and outstanding ordinary shares in the capital of Draka Holding N.V. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Prysmian and/or Draka. Any offer is made only by means of the Offer Memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into directly or indirectly the United States, Canada, Japan and Australia.


Milan, Amsterdam, 8 February 2011 - Reference is made to the joint press releases of Prysmian S.p.A. (Prysmian or the Offeror) and Draka Holding N.V. (Draka) of 22 November 2010 and 4 February 2011 and the press releases of Prysmian of 15 December 2010, 5 January 2011 and 24 January 2011 and 26 January 2011, whereby Prysmian announced to make an offer for all issued and outstanding ordinary shares of Draka (the Shares) at an offer price of EUR 8.60 in cash plus 0.6595 newly issued Prysmian ordinary shares (New Prysmian Shares) for each Share (the Offer).

Highlights

  • Prysmiandeclares the public offer for all Shares in Draka unconditional
  • 90.4% of the Shares accepted
  • Remaining Shares can be tendered in a post acceptance period ending 22 February 2011
  • Settlement of the Offer will take place on 22 February 2011

Offer declared unconditional

Prysmian is pleased to announce that it declares the Offer unconditional (gestanddoening).

All offer conditions in connection with the Offer, as described in the offer memorandum dated 5 January 2011 (the Offer Memorandum), have been fulfilled, with the exception of the offer condition of all relevant regulatory approval procedures having been completed. The Offeror has decided to waive this condition, in accordance with applicable law and regulations.

Acceptances

During the offer period, which ended at 18:00 hours, Amsterdam time, on 3 February 2011, 44,064,798[1] Shares have been tendered for acceptance under the Offer, representing approx. 90.4% of the Shares (excluding any Shares held by Draka).

Together with the 5,754,657 financing preference shares to be acquired by Prysmian from ASR Levensverzekering N.V. and Kempen Bewaarder Beleggingsfonds 'Ducatus' B.V. on 1 March 2011, Prysmian shall hold approx. 91.4% of the total issued and outstanding share capital of Draka.

Settlement

With reference to the Offer Memorandum, holders of Shares (Shareholders) who accepted the Offer shall receive an amount in cash of EUR 8.60 plus 0.6595 New Prysmian Shares (the Offer Price) for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and subject to the conditions and restrictions of the Offer.

Payment of the Offer Price per Share shall occur on 22 February 2011 (the Settlement Date).

Post Closing Acceptance Period (na-aanmeldingstermijn)

The Offeror grants the Shareholders who have not yet tendered their Shares under the Offer the opportunity to tender their Shares in a post closing acceptance period (na-aanmeldingstermijn) commencing at 09:00 hours, Amsterdam time, on 9 February 2011 and expiring at 18:00 hours, Amsterdam time, on 22 February2011 (the Post Closing Acceptance Period). Shareholders can tender their Shares in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum.

Shareholders who tender and deliver their Shares for acceptance pursuant to the Offer during the Post Closing Acceptance Period will receive, within ten (10) business days following the expiry of the Post Closing Acceptance Period, the Offer Price in respect of each Tendered Share. Shareholders who tender their Shares during the Post Closing Acceptance Period shall not have the right to withdraw such Tendered Shares.

Further consequences of the Offer

As soon as legally possible and practicable, Prysmian intends to terminate the listing of the Shares on NYSE Euronext Amsterdam.

The remaining Shareholders who do not wish to tender their Shares in the Post Closing Acceptance Period should carefully review Section 6.13 of the Offer Memorandum, which describes certain risks that will exist in connection with their continued shareholding in Draka, including among others, loss of liquidity, increased leverage, reduced governance rights, tax treatment of distributions and changes to Draka's dividend policy. These risks are in addition to the risks associated with holding securities issued by Draka generally, such as the exposure to risks related to the business of Draka and its subsidiaries, the markets in which the Draka group operates, as well as economic trends affecting such markets generally as such business, markets or trends may change from time to time.

Offer Memorandum, Position Statement and further information

Prysmian is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. In addition, Draka has made available the position statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer (the Position Statement).


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


Pdf version of the press release

Pdf versie van het persbericht


For more information

Prysmian
Luca Caserta
Investor Relations
Telephone: +39 02 64491
Email: luca.caserta@prysmian.com

Lorenzo Caruso
Media Relations
Telephone: +39 02 64491
Email: lorenzo.caruso@prysmian.com
www.prysmian.com
Draka
Michael Bosman
Investor Relations
Telephone: +31 20 56 89 805
Email: michael.bosman@draka.com
www.draka.com

 

Prysmian profile
A leading player in the industry of high-tech cables and systems for energy and telecommunications, the Prysmian Group is a global business with more than €3.7 billion in net sales in 2009 and a strong position in higher value-added market segments. With its two businesses, Energy Cables & Systems (submarine and underground cables for power transmission and distribution, for industrial applications and for the distribution of electricity to residential and commercial buildings) and Telecom Cables & Systems (optical cables and fibers and copper cables for video, data and voice transmission), Prysmian boasts a global presence with subsidiaries in 39 countries, 56 plants in 24 countries, 7 Research & Development Centres in Europe, USA and South America, and around 12,000 employees.
Prysmian is listed on the Milan Stock Exchange in the Blue Chip index. More information on Prysmian can be found at www.prysmian.com.

Draka profile
Draka Holding N.V. ('Draka') is the holding company of a number of operating companies that are active worldwide in the development, production and sale of cable and cable systems. Draka's activities are divided into three groups: Energy & Infrastructure, Industry & Specialty and Communications.

Within these three groups, the activities are organised into divisions. Energy & Infrastructure consists of the Europe and Asia-Pacific divisions; Industry & Specialty consists of the Aerospace, Automotive, Elevator, Engineered Specialties, Offshore and Renewable Energy divisions and the Communications Group comprises the Telecom Solutions, Multimedia and Specials, Americas and Optical Fiber divisions.

Draka has 68 operating companies in 31 countries throughout Europe, North and South America, Asia and Australia. Worldwide, the Draka companies employ some 9,400 people. Draka Holding N.V.'s head office is in Amsterdam. In 2009, Draka reported revenue of € 2.0 billion and net income of € 48.3 million (excluding non-recurring items).

Draka Holding N.V. ordinary shares are listed on NYSE Euronext Amsterdam. The company is included in the Next150 index and the AMX index (Amsterdam Midkap index). Options on Draka shares are also traded on the NYSE Euronext Amsterdam Derivative Markets.


More information on Draka Holding N.V. can be found at
www.draka.com.


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This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: Draka Holding NV via Thomson Reuters ONE

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