19 October 2021
This is a press release by Infestos Sustainable Solutions B.V. (the “Offeror”), a direct wholly-owned subsidiary of Infestos Sustainability B.V. (“Infestos Sustainability”), pursuant to the provisions of Section 4, paragraphs 1 and 3, and Section 12, paragraph 3 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree“) in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Neways Electronics International N.V. (the “Offer”). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Neways Electronics International N.V. The Offer is 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.
Results of Neways EGM related to the recommended public offer by Infestos
Enschede, the Netherlands, 19 October 2021 – Today Neways Electronics International N.V. (Euronext: NEWAY) (“Neways”) held its extraordinary general meeting of shareholders (“EGM”) in connection with the Offer made by the Offeror.
In addition to the Offer being discussed during the EGM, Mr Riefel and Mr Van Roij were appointed as members of the Supervisory Board under the condition precedent that the Offer is declared unconditional by the Offeror and that Settlement has taken place.
The EGM did not, or not fully, adopt the resolutions relating to (i) the approval of the Post-Closing Merger Restructuring and (ii) the amendment of the Articles of Association after Settlement. Therefore, the Offer Condition laid down in paragraph 6.5 (a) (xi) (Resolutions) of the Offer Memorandum has not been and will not be satisfied before the expiration of the (initial) acceptance period on 27 October 2021. This Offer Condition is for the sole benefit of the Offeror and may be waived by the Offeror in its sole discretion. The Offeror has not yet made a decision regarding the consequences thereof for the Offer.
Furthermore, the Offer is subject to a minimum acceptance level of 60% of the Shares, or such lower amount as determined by the Offeror in consultation with the Boards but with a minimum of 50.01% of the Shares.
Any further announcements in relation to the Offer will be made by press release. Any joint press release issued by the Offeror and Neways will be made available on the websites of the Offeror (www.infestos.com) and Neways (www.newayselectronics.com). Any press release issued by the Offeror will be made available on the Offeror’s website (www.infestos.com).
Key next steps
Shareholders can tender their shares until 27 October 2021, 17.40 CET, unless extended (the “Closing Date”). Shareholders holding Shares through a financial intermediary should comply with the dates communicated by such financial intermediary, as such dates may differ from, and be earlier than, the Closing Date. Within three Business Days following the Closing Date the Offeror will announce whether or not it declares the Offer unconditional.
More information can be found in the Offer Memorandum and Position Statement, which are published on www.newayselectronics.com.
For more information, please contact:
Infestos
Hill+Knowlton Strategies
Ariën Stuijt
T: +31 20 404 4707
E: Arien.Stuijt@hkstrategies.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 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
This press release contains inside information within the meaning of the EU Market Abuse Regulation (596/2014). 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 disclaims 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 the Offeror nor any of its advisers assumes 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 the Offeror believes that the assumptions upon which the forward-looking statements are based are reasonable, it 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 Neways operates, and other factors that can be found in the Offeror’s and Neways’ press releases and public filings. 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.
