15 juni 2022
This is a joint press release by Neways Electronics International N.V. (“Neways”) and Infestos Sustainable Solutions B.V. (the “Offeror”) in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Neways (the “Shares”, and such offer, the “Offer”). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Neways. The Offer was made only by means of the offer memorandum (the “Offer Memorandum“) approved by the Dutch Authority for Financial Markets (Stichting Autoriteit Financiële Markten (the “AFM”)) which is available as of 31 August 2021, and subject to the restrictions set forth therein. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.
Announcement of delisting Neways shares
- the last trading date of the Shares on Euronext Amsterdam will be 15 July 2022 and listing and trading of the Shares will terminate as of 18 July 2022
- the Offeror will initiate statutory buy-out proceedings in an expeditious manner in order to obtain 100% of the Shares
Enschede/Son, the Netherlands, 15 June 2022 – the Offeror and Neways jointly announce that the listing and trading of the Shares on Euronext Amsterdam (“Euronext”) will be terminated. In consultation with Euronext, it has been decided that the last day of trading of the Shares will be 15 July 2022. This means that the termination of the listing of the Shares will be effective as of 18 July 2022. Reference is made to Section 6.10 of the Offer Memorandum.
Statutory buy-out proceedings
Since the Offeror owns more than 95% of the Shares, the Offeror will initiate the statutory buy-out proceedings (uitkoopprocedure) in an expeditious manner in order to obtain 100% of the Shares. Reference is made to Section 6.11(d) of the Offer Memorandum.
Further information
More information can be found in the Offer Memorandum and Position Statement, which are published on www.newayselectronics.com and www.infestos.com.
For more information, please contact:
Neways
Eric Stodel
CEO
Tel: + 31 (0) 40 267 9201
Infestos
Philip Silvis
Investment Manager
Tel: +31 (0) 53 303 0080
About Neways
Neways is an international innovator in electronics for smart mobility, connectivity and semicon solutions. With more than 50 years’ experience and strong engineering power, we are proud to act as technology innovation partner for the most demanding customers in the industry. Neways develops and produces electronics that facilitate major trends around global ESG themes. Our team of more than 2,500 specialists across the Netherlands, Germany, USA, China, Czech Republic and Slovakia enables future solutions for EV charging, electric power trains, digitizing health solutions, sustainable agriculture, producing microchips and more. www.newayselectronics.com
About Infestos
Infestos is a sustainable investment firm focused on entrepreneurial and hands-on investment of family capital. Infestos was established in 1999 and consists of a team of experienced professionals with multidisciplinary skills. Infestos has extensive experience on the capital markets through its investments in Alfen, NX Filtration, Neways and ESG Core Investments. In addition to its investment portfolio, Infestos supports talent development in sports through TalentNED, sustainable renovation of monumental real estate and projects in the fields of education and healthcare through the Infestos Foundation.
General restrictions
The information in this announcement is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Neways in any jurisdiction.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Offeror and Neways disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Neways, nor Offeror, nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. Shareholders in any doubt as to their position should consult an appropriate professional adviser without delay. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.
Forward-looking statements
This press release may include “forward-looking statements” such as statements relating to the impact of this transaction on the Offeror and Neways and language that indicates trends, such as “anticipated” and “expected”. These forward-looking statements speak only as of the date of this release. Although Neways and the Offeror believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward looking statements. Potential risks and uncertainties include, but are not limited to, the Offeror’s ability to achieve the anticipated results from the acquisition of Neways, the effects of competition (in particular the response to the Transaction in the marketplace), economic conditions in the global markets in which the Offeror and Neways operate, and other factors that can be found in the Offeror’s and Neways’ press releases and public filings. Neither Neways nor the Offeror, nor any of their advisers accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups. Each of Neways and the Offeror expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
