Acceptance of the Offer for HES Beheer
after the Post-Closing Acceptance Period
at 99.71% of the Shares
Rotterdam, Amsterdam, 7 October 2014 – H.E.S. Beheer N.V. ("HES Beheer") and Hestya Energy B.V. ("Hestya Energy") today jointly announce that, at the expiration time of the Post-Closing Acceptance Period (as defined below) on 6 October 2014, 99.71% of all issued and outstanding ordinary shares in the capital of HES Beheer (the "Shares") have been tendered under the recommended public cash offer by 1908 Acquisition B.V. (the "Offeror"), an indirect 100% subsidiary of Hestya Energy, for the Shares at an offer price of EUR 43.64 (cum dividend) in cash per Share (the "Offer").
At 17:40 hours CEST on Monday 6 October 2014, being the expiration time of the Post-Closing Acceptance Period (as defined below), 244,739 Shares, representing approximately 2.62% of the Shares and an aggregate value of approximately EUR 10.7 million (at the Offer Price of EUR 43.64 per Share), had been tendered under the Offer.
As communicated by Hestya Energy and HES Beheer in the press release issued on 22 September 2014, 9,059,793 Shares, representing 97.09% of the Shares, had been tendered under the Offer on the Unconditional Date. The Offeror granted those Shareholders who had not 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 CEST on Tuesday 23 September 2014 and expiring at 17:40 hours CEST on Monday 6 October 2014 (the "Post-Closing Acceptance Period").
No treasury shares are held by HES Beheer and no Shares were to date acquired by the Offeror outside the Offer and the Post-Closing Acceptance Period. Consequently, upon settlement of the Shares tendered during the Post-Closing Acceptance Period, the Offeror will hold 9,304,532 Shares, representing 99.71% of the Shares and an aggregate value of approximately EUR 406.0 million (at the Offer Price of EUR 43.64 per Share).
The Offeror shall arrange for payment for the Shares that are validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) during the Post-Closing Acceptance Period on Thursday 9 October 2014.
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