Hestya Energy declares Offer for HES Beheer unconditional


  • Hestya Energy declares the public offer for all Shares in HES Beheer unconditional

  • 97.09% of the Shares tendered and accepted

  • All Offer Conditions have been satisfied or waived

  • Settlement of tendered Shares will take place on Friday 26 September 2014

  • Remaining Shares can be tendered in a post-closing acceptance period commencing on Tuesday 23 September 2014 and ending on Monday 6 October 2014


Rotterdam, Amsterdam, 22 September 2014 – H.E.S. Beheer N.V. ("HES Beheer") and Hestya Energy B.V. ("Hestya Energy") today jointly announce that Hestya Energy declares the recommended public cash offer by 1908 Acquisition B.V. (the "Offeror"), an indirect 100% subsidiary of Hestya Energy, for all issued and outstanding ordinary shares in the capital of HES Beheer (the "Shares") at an offer price of EUR 43.64 (cum dividend) in cash per Share (the "Offer") unconditional.


Offer Declared Unconditional

The Offeror declares the Offer unconditional. All conditions for completion of the Offer as described in the Offer Memorandum have been satisfied or waived.


As communicated by Hestya Energy and HES Beheer in the press release issued on 17 September 2014, 8,999,887 Shares, representing 96.44% of the Shares, had been tendered under the Offer on that date. After the issuance of such press release, it was brought to the attention of Hestya Energy and HES Beheer that, in addition to the 8,999,887 Shares that had been validly tendered under the Offer, an additional 59,906 Shares were defectively tendered. The Offeror has decided to waive such defect and accept these Shares under the Offer.


No treasury shares are held by HES Beheer and no Shares were to date acquired by the Offeror outside the Offer. Consequently, upon Settlement of the Offer the Offeror will hold 9,059,793 Shares, representing 97.09% of the Shares and an aggregate value of approximately EUR 395.4 million (at the Offer Price of EUR 43.64 per Share).



With reference to the Offer Memorandum, Shareholders who accepted the Offer shall receive an amount in cash of EUR 43.64 per Share (cum dividend) (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 conditions subject to the restrictions of the Offer.


Payment of the Offer Price shall occur on Friday 26 September 2014 (the "Settlement Date").


==> For the full text of the press release dated 22 September 2014, click on "Investor Relations > Press releases.


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